Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) six months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall shall, (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) except, in each case, Indemnified Taxes, (B) Taxes and Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Other Connection Taxes that are imposed on or measured by net income (Chowever denominated) Connection Income or that are franchise Taxes or branch profits Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party (other than those taken into account in determining the LIBOR Rate) or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than with respect to Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at a rate per annum equal to the Reference Raterate then applicable to the Loans. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderTermination Date.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge Tax with respect to this Agreement or any Loan Advance made by such Agent Secured Party or change the basis of taxation of payments to such Lender Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Advance, or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any LoanAdvance, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Advance or agreeing to make any LoanAdvance, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans Advances made or maintainedmaintained or any guaranty or participation with respect thereto, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans Advances made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, Advances or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.9 shall bear interest from the date that is 10 ten (10) days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.9, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender Secured Party to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.9 shall not constitute a waiver of such LenderSecured Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.9 shall survive the termination of this Agreement and the payment of the Loans Advances and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Agent, the Revolving Loan Representative or such Lender or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any LoanLoan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto] or any agreement to make Loans, to issue Letters of Credit or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) six months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any taxTax, duty or other charge with respect to this Agreement or such Secured Party’s loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or change the basis of taxation of payments to such Secured Party or any Loan made by Person controlling such Agent or such Lender Secured Party of any amounts payable hereunder (except for other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 ten (10) days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Term Loan made by such Agent or such Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Term Loan or agreeing to make any Term Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Term Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Term Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.09 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.09, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.09, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.09 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.09 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.09 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Term Loan, or agreeing to make any Term Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Term Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Term Loans made or maintained, or any agreement to make Term Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of written demand by any Secured Party providing the required supporting detail until payment in full to such Secured Party at a rate per annum equal to the Reference Base Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an a reasonably detailed explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Tax (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) on its loan, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party Party, or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.08 shall bear interest from the date that is 10 ten (10) days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.08, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.08, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender Secured Party to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.08 shall not constitute a waiver of such LenderSecured Party’s right to demand such compensation; provided provided, that the Borrower shall not be required to compensate a Lender Secured Party pursuant to the foregoing provisions of this Section 2.11 2.08 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender Secured Party notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such LenderSecured Party’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month nine (9)-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.08 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder, and any assignment of rights by, or the replacement of, a Lender.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes or Taxes described in clauses (b) through (d) Section 2.09(e), in each case, of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have reasonably determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintainedmaintained or any guaranty or participation with respect thereto, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintainedmaintained or any guaranty or participation with respect thereto, or any agreement to make Loans, Loans or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under Clauses (a) and (b) of this Section 2.11 shall bear interest do not apply to the extent any cost or reduction is: (i) attributable to a withholding or deduction for or on account of Tax required by law to be made from a payment by a Borrower or Guarantor; (ii) compensated for by Section 2.09(c) or would have been compensated for under that Section 2.09(c) but was not so compensated solely because any of the date exclusions set out therein applied; (iii) compensated for by Section 2.09(b); (iv) attributable to the implementation or application of, or compliance with, Basel III or any law or regulation that implements or applies Basel III (whether such implementation, application or compliance is 10 days after by a government, regulator, Secured Party or any of its Affiliates), unless such cost or reduction was not, in the reasonable opinion of that Secured Party, capable of being calculated by the relevant Secured Party with sufficient accuracy or in reasonable detail on the date of demand by any this Agreement or, if later, as at the date on which the relevant Secured Party until payment became a Secured Party; or (v) attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in full to June 2004 in the form existing on the date of this Agreement (but excluding any amendment taking account of or incorporating any measure from Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Secured Party at the Reference Rate. A certificate or any of such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, and shall be final and conclusive absent manifest errorits Affiliates. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) twelve months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s Xxxxxx's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-nine- month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Secured Party (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) 1. If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) 2. All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) 3. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) 4. The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Term Loan made by such Agent or such Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Term Loan or agreeing to make any Term Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Term Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Term Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.09 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.09, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.09, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.09 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.09 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.09 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Party, to any tax, duty or other charge Tax with respect to this Agreement or any Loan Term Loans, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto, made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes and Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Term Loan or agreeing to - 58 - make any Term Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Term Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Term Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Term Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, Term Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, consideration such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and Agreement, the payment of the Term Loans and all other amounts payable hereunderhereunder and the resignation or removal of any Agent.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Recipient to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall If, on or after the date hereof, (i) the adoption of or any change in any Applicable Law (including any Existing Law (defined below)) or in the interpretation or application thereof applicable to any Protected Party, (ii) any request, guidance or directive (whether or not having the force of law) from any central bank or other Governmental Authority or (iii) the compliance, application or implementation by any Protected Party with the foregoing subclauses (i) or (ii) or any Existing Law, in each case made subsequent to the Effective Date (or, if later, the date on which such Protected Party becomes a Protected Party): (i) shall subject such Secured Party, or any Person controlling such Secured Protected Party to any tax, duty or other charge Tax of any kind whatsoever with respect to this Agreement or any Loan Loans made by it or its Note or its obligation to make Loans, or change the basis of taxation of payments to such Agent or such Lender Protected Party in respect thereof (except for (A) Indemnified Taxes, Taxes and Other Taxes covered by Section 3.01 and (B) changes in Taxes described measured by or imposed upon the net income or franchise Tax (imposed in clauses (b) through (d) lieu of the definition of Excluded Taxes and (C) Connection Income Taxessuch net income Tax), of such Protected Party or any Affiliate thereof); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, such Secured Party or any Person controlling other acquisition of funds by, any office of such Secured Protected Party which is not otherwise included in the determination of the applicable Adjusted EurodollarInterest Rate hereunder; or (iii) shall impose on such Secured Party or any Person controlling such Secured Protected Party any other condition regarding this Agreement or any Loan, condition; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loans or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for hereunder in respect thereof (any such increased costs cost or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period hereinafter referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the as an 747656567 17557858 83 Fifth Amended and Restated Warehouse Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.Agreement

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, Loan or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or 's such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall, subject to Section 2.08 (which shall be controlling with respect to the matters covered thereby) (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) except, in each case, Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party (other than those taken into account in determining the LIBOR Rate) or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than with respect to Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving event that gives rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. ‌‌ (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Recipient to any taxTaxes (other than Indemnified Taxes or Excluded Taxes) on its Loans or its deposits, duty reserves or other charge with respect to this Agreement liabilities or any Loan made by such Agent or such Lender (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)capital attributable thereto,, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, Loan or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.07, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.07, and shall be final and conclusive absent manifest error. Borrower shall pay such Secured Party the amount shown as due on any certificate within ten (10) Business Days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.07 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.07 for any increased costs incurred or reductions suffered more than nine (9) six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such LenderXxxxxx’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party (which term shall include LC Issuer for purposes of this Section 2.10) shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes)) with respect to this Agreement or any Loan made by such Agent or such Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon written demand (including documentation reasonably supporting such request) by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder or under any Support Agreement or Lender Letter of Credit (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon the Borrowers shall promptly following written demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 15 days after the date of written demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) 9 months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-9 month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall shall (i) subject such Secured Party, or any Person controlling such a Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such a Secured Party or any Person controlling such Secured Party or Party, or (iii) impose on such Secured Party or any Person controlling such a Secured Party any other condition condition, cost or expense (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon following demand by such Secured PartyParty , the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days fifteen (15) Business Days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If If, on or after the date hereof, the adoption of or any Secured change in any Applicable Law or in the interpretation or application thereof applicable to any Protected Party, or compliance by any Protected Party shall have determined that with any Change request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in Law shall each case made subsequent to the Effective Date (or, if later, the date on which such Protected Party becomes a Protected Party): (i) shall subject such Secured Party, or any Person controlling such Secured Protected Party to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement or any Loan Loans made by it or its Note or its obligation to make Loans, or change the basis of taxation of payments to such Agent or such Lender Protected Party in respect thereof (except for (A) Indemnified Taxes, Taxes and Other Taxes covered by Section 3.01 and (B) Taxes described changes in clauses taxes measured by or imposed upon the net income or franchise tax (b) through (d) imposed in lieu of the definition of Excluded Taxes and (C) Connection Income Taxessuch net income tax), of such Protected Party or any Affiliate thereof)); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, such Secured Party or any Person controlling other acquisition of funds by, any office of such Secured Protected Party or which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Secured Party or any Person controlling such Secured Protected Party any other condition regarding this Agreement or any Loan, condition; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loans or to reduce any amount received receivable hereunder in respect thereof (any such increased cost or receivable by such Secured Party hereunderreduction hereinafter referred to as an "Increased Cost"), then, in any such case, upon demand by notice to the Borrower from such Secured Protected Party, through the Agent, in accordance herewith, the Borrower shall be obligated to pay to such Secured Party such Protected Party, in accordance with Section 2.07(c), any additional amounts as will necessary to compensate such Secured Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased costs cost or reductions in amountreduced amount receivable. (b) If any Secured Protected Party shall have determined that the adoption or the becoming effective of, or any Change change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in Law either (i) affects the interpretation or would affect the amount of administration of, any Applicable Law, regarding capital required adequacy, or expected to be maintained compliance by such Secured Party or any Person controlling such Secured Protected Party, and such Secured Party determines that or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the amount force of such capital is increased as a direct or indirect consequence law) of any Loans made such authority, central bank or maintainedcomparable agency, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Protected Party’s 's (or such other controlling Person’s parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Secured Party Protected Party, or such controlling Person its parent corporation, could have achieved but for such circumstances as a consequence of any Loans made adoption, effectiveness, change or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder compliance (in each case, taking into consideration, consideration such Secured Protected Party’s 's (or such other controlling Person’s parent corporation's) policies with respect to capital adequacy), then, upon demand by notice from such Secured PartyProtected Party to the Borrower, the Borrower shall be obligated to pay to such Secured Protected Party from time to time in accordance with Section 2.07(c), such additional amount or amounts as will compensate such Secured Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such cost reduction. Each determination by any such Protected Party of maintaining such increased capital or such reduction in amounts owing under this Section shall, absent manifest error, be conclusive and binding on the rate of return on such Secured Party’s or such other controlling Person’s capitalparties hereto. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of each Protected Party setting forth such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event amount or amounts as shall be submitted by necessary to compensate such Secured Protected Party or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, Borrower and shall be final and conclusive absent manifest error. The Borrower shall pay each Protected Party the amount shown as due on any such certificate delivered by it on the next succeeding Settlement Date in accordance with Section 2.07(c). (d) Promptly after any Protected Party becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Protected Party shall notify the Borrower thereof. Failure or delay on the part of any Lender Protected Party so to notify the Borrower or to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to the foregoing provisions of this Section 2.11 any period shall not constitute a waiver of such Lender’s Protected Party's right to demand compensation with respect to such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions period or any other period. The protection of this Section 2.11 for shall be available to each Protected Party regardless of any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower possible contention of the Change in Law giving rise to such increased costs invalidity or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations inapplicability of the Loan Parties under this Section 2.11 law, rule, regulation, guideline or other change or condition which shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhave occurred or been imposed.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any taxtax (other than Indemnified Taxes and Excluded Taxes), duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for (A) Indemnified TaxesLender, (B) Taxes described in clauses (b) through (d) or change the basis of the definition taxation of Excluded Taxes and (C) Connection Income Taxes)payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have reasonably determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party reasonably determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling US-DOCS\103792213.14 Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Recipient to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Loan made by such Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party Recipient or (iii) impose on such Secured Party or any Person controlling such Secured Party Recipient any other condition condition, cost or expense (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party Recipient of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party Recipient hereunder, then, upon demand by such Secured PartyRecipient, the Borrower Borrowers shall pay to such Secured Party Recipient such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (ba) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (cb) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 15 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (dc) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (ed) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall If, on or after the date hereof, (i) the adoption of or any change in any Applicable Law (including any Existing Law (defined below)) or in the interpretation or application thereof applicable to any Protected Party, (ii) any request, guidance or directive (whether or not having the force of law) from any central bank or other Governmental Authority or (iii) the compliance, application or implementation by any Protected Party with the foregoing subclauses (i) or (ii) or any Existing Law, in each case made subsequent to the Effective Date (or, if later, the date on which such Protected Party becomes a Protected Party): (i) shall subject such Secured Party, or any Person controlling such Secured Protected Party to any tax, duty or other charge Tax of any kind whatsoever with respect to this Agreement or any Loan Loans made by it or its Note or its obligation to make Loans, or change the basis of taxation of payments to such Agent or such Lender Protected Party in respect thereof (except for (A) Indemnified Taxes, Taxes and Other Taxes covered by Section 3.01 and (B) changes in Taxes described measured by or imposed upon the net income or franchise Tax (imposed in clauses (b) through (d) lieu of the definition of Excluded Taxes and (C) Connection Income Taxessuch net income Tax), of such Protected Party or any Affiliate thereof); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, such Secured Party or any Person controlling other acquisition of funds by, any office of such Secured Protected Party which is not otherwise included in the determination of the applicable Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Secured Party or any Person controlling such Secured Protected Party any other condition regarding this Agreement or any Loan, condition; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loans or to reduce any amount received receivable hereunder in respect thereof (any such increased cost or receivable by such Secured Party hereunderreduction hereinafter referred to as an “Increased Cost”), then, in any such case, upon demand by notice to the Borrower from such Secured Protected Party, through the Agent, in accordance herewith, the Borrower shall be obligated to pay to such Secured Party such Protected Party, in accordance with Section 2.07(c), any additional amounts as will necessary to compensate such Secured Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased costs cost or reductions in amountreduced amount receivable. (b) If any Secured Protected Party shall have determined that any Change in Law either (i) affects the adoption or would affect the amount of capital required or expected to be maintained by such Secured Party becoming effective of, or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunderchange in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any Applicable Law (including any Existing Law), regarding capital adequacy, (ii) has any request, guidance or would have the effect of reducing the rate of return on such Secured Party’s directive regarding capital adequacy (whether or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital.not (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of each Protected Party setting forth such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event amount or amounts as shall be submitted by necessary to compensate such Secured Protected Party or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, Borrower and shall be final and conclusive absent manifest error. The Borrower shall pay each Protected Party the amount shown as due on any such certificate delivered by it on the next succeeding Settlement Date in accordance with Section 2.07(c). (d) Promptly after any Protected Party becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Protected Party shall notify the Borrower thereof. Failure or delay on the part of any Lender Protected Party so to notify the Borrower or to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to the foregoing provisions of this Section 2.11 any period shall not constitute a waiver of such LenderProtected Party’s right to demand compensation with respect to such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions period or any other period. The protection of this Section 2.11 for shall be available to each Protected Party regardless of any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower possible contention of the Change in Law giving rise to such increased costs invalidity or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations inapplicability of the Loan Parties under this Section 2.11 law, rule, regulation, guideline or other change or condition which shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhave occurred or been imposed.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall If, on or after the date hereof, (i) the adoption of or any change in any Applicable Law (including any Existing Law (defined below)) or in the interpretation or application thereof applicable to any Protected Party, (ii) any request, guidance or directive (whether or not having the force of law) from any central bank or other Governmental Authority or (iii) the compliance, application or implementation by any Protected Party with the foregoing subclauses (i) or (ii) or any Existing Law, in each case made subsequent to the Effective Date (or, if later, the date on which such Protected Party becomes a Protected Party): (i) shall subject such Secured Party, or any Person controlling such Secured Protected Party to any tax, duty or other charge Tax of any kind whatsoever with respect to this Agreement or any Loan Loans made by it or its Note or its obligation to make Loans, or change the basis of such Agent or such Lender Tax (except except, in each case, for (A) Indemnified Taxes, Taxes (B) Taxes described in clauses (b) through (d) of the definition of Excluded Other Taxes and (C) Connection Income Taxes measured by or imposed upon net income (however denominated) or franchise Taxes or branch profits Taxes), ; (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, such Secured Party or any Person controlling other acquisition of funds by, any office of such Secured Protected Party or which is not otherwise included in the determination of the applicable Interest Rate hereunder; or (iii) shall impose on such Secured Party or any Person controlling such Secured Protected Party any other condition regarding this Agreement or any Loan, condition; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loans or to reduce any amount received receivable hereunder in respect thereof (any such increased cost or receivable by such Secured Party hereunderreduction hereinafter referred to as an “Increased Cost”), then, in any such case, upon demand by notice to the Borrower from such Secured Protected Party, through the Agent, in accordance herewith, the Borrower shall be obligated to pay to such Secured Party such Protected Party, in accordance with Section 2.07(c), any additional amounts as will necessary to compensate such Secured Protected Party on an after-tax basis (after taking into account applicable 67 762040188 deductions and credits in respect of the amount indemnified) for such increased costs cost or reductions in amountreduced amount receivable. (b) If any Secured Protected Party shall have determined that any Change in Law either (i) affects the adoption or would affect the amount becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any Applicable Law (including any Existing Law), regarding capital adequacy, (ii) any request, guidance or directive regarding capital adequacy (whether or not having the force of capital required law) of any such authority, central bank or expected to be maintained comparable agency, or (iii) the compliance, application or implementation by such Secured Protected Party or any Person controlling such Secured Party, and such Secured Party determines that its parent corporation of the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, foregoing subclauses (i) or (ii) or any Existing Law has or would have the effect of reducing the rate of return on such Secured Protected Party’s (or such other controlling Person’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Secured Party Protected Party, or such controlling Person its parent corporation, could have achieved but for such circumstances as a consequence of any Loans made adoption, effectiveness, change or maintained, or any agreement to make Loans, or compliance (taking into consideration such Secured Protected Party’s (or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s parent corporation’s) policies with respect to capital adequacy), then, upon demand by notice from such Secured PartyProtected Party to the Borrower, the Borrower shall be obligated to pay to such Secured Protected Party from time to time in accordance with Section 2.07(c), such additional amount or amounts as will compensate such Secured Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such cost reduction. Each determination by any such Protected Party of maintaining amounts owing under this Section 3.03 shall, absent manifest error, be conclusive and binding on the parties hereto. For the avoidance of doubt, an Applicable Law regarding capital adequacy shall include, but not be limited to, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (ii) the publication entitled “Basel III: A global regulatory framework for more resilient banks and banking systems,” as updated from time to time (“Basel III”); or (iii) any implementing rules, regulations, guidance, interpretations or directives from any official body relating to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (whether or not having the force of law and whether any such increased capital Applicable Law becomes effective before or such reduction in after the rate of return on such Secured Party’s or such other controlling Person’s capitaldate hereof) (collectively, “Existing Law”). (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of each Protected Party setting forth such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event amount or amounts as shall be submitted by necessary to compensate such Secured Protected Party or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, Borrower and shall be final and conclusive absent manifest error. The Borrower shall pay each Protected Party the amount shown as due on any such certificate delivered by it on the next succeeding Settlement Date in accordance with Section 2.07(c). (d) Promptly after any Protected Party becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section 3.03, such Protected Party shall notify the Borrower thereof. Failure or delay on the part of any Lender Protected Party so to notify the Borrower or to demand compensation pursuant for any Increased Costs or reduction in amounts received or receivable or reduction in return on capital with respect to the foregoing provisions of this Section 2.11 any period shall not constitute a waiver of such LenderProtected Party’s right to demand compensation with respect to such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions period or any other period. The protection of this Section 2.11 for 3.03 shall be available to each Protected Party regardless of any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower possible contention of the Change in Law giving rise to such increased costs invalidity or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations inapplicability of the Loan Parties under this Section 2.11 law, rule, regulation, guideline or other change or condition which shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhave occurred or been imposed.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined in good faith that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for Indemnified Taxes (Awhich are governed by Section 2.09) Indemnified Taxes, (B) or Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined in good faith that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines in good faith that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintainedmaintained hereunder, or such Secured Party’s (or such other controlling Person’s ’s) other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Party, to any tax, duty or other charge Tax with respect to this Agreement or any Loan made by such Agent Term Loans, or such Lender other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for (A) Indemnified Taxes, (B) Taxes and Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes and (C) Connection Income Taxes”), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, consideration such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and Agreement, the payment of the Loans and all other amounts payable hereunderhereunder and the resignation or removal of any Agent.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall If, on or after the date hereof, (i) the adoption of or any change in any Applicable Law (including any Existing Law (defined below)) or in the interpretation or application thereof applicable to any Protected Party, (ii) any request, guidance or directive (whether or not having the force of law) from any central bank or other Governmental Authority or (iii) the compliance, application or implementation by any Protected Party with the foregoing subclauses (i) or (ii) or any Existing Law, in each case made subsequent to the Effective Date (or, if later, the date on which such Protected Party becomes a Protected Party): (i) shall subject such Secured Party, or any Person controlling such Secured Protected Party to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement or any Loan Loans made by it or its Note or its obligation to make Loans, or change the basis of taxation of payments to such Agent or such Lender Protected Party in respect thereof (except for (A) Indemnified Taxes, Taxes and Other Taxes covered by Section 3.01 and (B) Taxes described changes in clauses taxes measured by or imposed upon the net income or franchise tax (b) through (d) imposed in lieu of the definition of Excluded Taxes and (C) Connection Income Taxessuch net income tax), of such Protected Party or any Affiliate thereof); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, such Secured Party or any Person controlling other acquisition of funds by, any office of such Secured Protected Party or which is not otherwise included in the determination of the applicable Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Secured Party or any Person controlling such Secured Protected Party any other condition regarding this Agreement or any Loan, condition; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loans or to reduce any amount received receivable hereunder in respect thereof (any such increased cost or receivable by such Secured Party hereunderreduction hereinafter referred to as an “Increased Cost”), then, in any such case, upon demand by notice to the Borrower from such Secured Protected Party, through the Agent, in accordance herewith, the Borrower shall be obligated to pay to such Secured Party such Protected Party, in accordance with Section 2.07(c), any additional amounts as will necessary to compensate such Secured Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased costs cost or reductions in amountreduced amount receivable. (b) If any Secured Protected Party shall have determined that any Change in Law either (i) affects the adoption or would affect the amount becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any Applicable Law (including any Existing Law), regarding capital adequacy, (ii) any request, guidance or directive regarding capital adequacy (whether or not having the force of capital required law) of any such authority, central bank or expected to be maintained comparable agency, or (iii) the compliance, application or implementation by such Secured Protected Party or any Person controlling such Secured Party, and such Secured Party determines that its parent corporation of the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, foregoing subclauses (i) or (ii) or any Existing Law has or would have the effect of reducing the rate of return on such Secured Protected Party’s 's (or such other controlling Person’s parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Secured Party Protected Party, or such controlling Person its parent corporation, could have achieved but for such circumstances as a consequence of any Loans made adoption, effectiveness, change or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder compliance (in each case, taking into consideration, consideration such Secured Protected Party’s 's (or such other controlling Person’s parent corporation's) policies with respect to capital adequacy), then, upon demand by notice from such Secured PartyProtected Party to the Borrower, the Borrower shall be obligated to pay to such Secured Protected Party from time to time in accordance with Section 2.07(c), such additional amount or amounts as will compensate such Secured Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such cost reduction. Each determination by any such Protected Party of maintaining such increased amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. For the avoidance of doubt, an Applicable Law regarding capital or such reduction adequacy shall include, but not be limited to, (i) the final rule titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues,” adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS 166/167 Capital Guidelines”); (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (iii) the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the rate publication entitled “Basel II: International Convergence of return on Capital Measurements and Capital Standards: A Revised Framework,” as updated from time to time (“Basel II”); (iv) the publication entitled “Basel III: A global regulatory framework for more resilient banks and banking systems,” as updated from time to time (“Basel III”); or (v) any implementing rules, regulations, guidance, interpretations or directives from any Official Body relating to the FAS 166/167 Capital Guidelines, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Basel II or Basel III (whether or not having the force of law and whether any such Secured Party’s Applicable Law becomes effective before or such other controlling Person’s capitalafter the date hereof) (collectively, “Existing Law”). (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of each Protected Party setting forth such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event amount or amounts as shall be submitted by necessary to compensate such Secured Protected Party or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, Borrower and shall be final and conclusive absent manifest error. The Borrower shall pay each Protected Party the amount shown as due on any such certificate delivered by it on the next succeeding Settlement Date in accordance with Section 2.07(c). (d) Promptly after any Protected Party becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Protected Party shall notify the Borrower thereof. Failure or delay on the part of any Lender Protected Party so to notify the Borrower or to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to the foregoing provisions of this Section 2.11 any period shall not constitute a waiver of such Lender’s Protected Party's right to demand compensation with respect to such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions period or any other period. The protection of this Section 2.11 for shall be available to each Protected Party regardless of any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower possible contention of the Change in Law giving rise to such increased costs invalidity or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations inapplicability of the Loan Parties under this Section 2.11 law, rule, regulation, guideline or other change or condition which shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhave occurred or been imposed.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge Tax with respect to this Agreement or any Loan made by such Agent Lender, or change the basis of taxation of payments to such Lender Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party Lender of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Debtor shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintainedmaintained hereunder, or such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Debtor shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital, but only to the extent that such cost or reduction in return is caused solely as a result of its Loan made or maintained hereunder. (c) All amounts payable under this Section 2.11 2.12 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Ratea rate equal to 4.75% per annum. A certificate of such Secured Party claiming compensation under this Section 2.112.12, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the BorrowerDebtor, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.12, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender Secured Party to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.12 shall not constitute a waiver of such LenderSecured Party’s right to demand such compensation; provided that the Borrower Debtor shall not be required to compensate a Lender Secured Party pursuant to the foregoing provisions of this Section 2.11 2.12 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender Secured Party notifies the Borrower Debtor of the Change in Law giving rise to such increased costs or reductions and of such LenderSecured Party’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The Subject to the provisions of Section 2.12(d), the obligations of the Loan Parties under this Section 2.11 2.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Secured Party or any Person controlling any such Secured Party with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Secured Party or any Person controlling any such Secured Party (in Law each case, whether or not having the force of law), shall (i) subject such any Secured Party, or any Person controlling any such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or such Agent or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to any Secured Party or any Person controlling any such Lender Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxesany Secured Party or any Person controlling any such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such any Secured Party or any Person controlling any such Secured Party or (iii) impose on such any Secured Party or any Person controlling any such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such any Secured Party of making any Loan, issuing guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan, or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such any Secured Party hereunder, then, upon demand by any such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts Additional Amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Secured Party or any Person controlling such Secured Party with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such any Secured Party or any Person controlling such Secured Party, and such any Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Letters of Credit issued, or any guaranty or participation with respect thereto, any Secured Party’s or any such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such any Secured Party’s or any such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such any Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts Additional Amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 4.05 shall bear interest from the date that is 10 ten (10) days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.114.05, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount Additional Amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.114.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender Secured Party to demand compensation pursuant to the foregoing provisions of this Section 2.11 4.05 shall not constitute a waiver of such LenderSecured Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost (excluding, in the case of clauses (ii) and (iii) above, any Taxes) to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Recipient to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Loan made by such Lender or any Letter of Credit issued by the L/C Issuer, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party Recipient or (iii) impose on such Secured Party or any Person controlling such Secured Party Recipient any other condition condition, cost or expense (other than Taxes) regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party Recipient of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any LoanLoan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Secured Party Recipient hereunder, then, upon demand by such Secured PartyRecipient, the Borrower Borrowers shall pay to such Secured Party Recipient such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 15 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any taxtax (other than Indemnified Taxes and Excluded Taxes), duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for (A) Indemnified TaxesLender, (B) Taxes described in clauses (b) through (d) or change the basis of the definition taxation of Excluded Taxes and (C) Connection Income Taxes)payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have reasonably determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party reasonably determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s Xxxxxx's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall, subject to Section 2.08 (which shall be controlling with respect to the matters covered thereby) (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) except, in each case, Indemnified Taxes, (B) Taxes and Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Other Connection Taxes that are imposed on or measured by net income (Chowever denominated) Connection Income or that are franchise Taxes or branch profits Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party (other than those taken into account in determining the LIBOR Rate) or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than with respect to Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderTermination Date.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Party, to any tax, duty or other charge Tax with respect to this Agreement or any Loan Term Loans, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto, made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes and Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes and (C) Connection Income Taxes”), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (except any such reserve requirement reflected in the Adjusted LIBO Rate) against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, Loans or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, consideration such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and Agreement, the payment of the Loans and all other amounts payable hereunderhereunder and the resignation or removal of any Agent.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Secured Party or any Person controlling any such Secured Party with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Secured Party or any Person controlling any such Secured Party (in each case, whether or not having the force of law) after the Effective Date (or in the case of (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, whenever enacted, adopted or issued) (each a “Change in Law Law”), shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge (other than Indemnified Taxes and Excluded Taxes) with respect to this Agreement or any Loan made by such Agent or such Lender (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)Secured Party hereunder, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, or such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, maintained or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 4.05 shall bear interest from the date that is 10 days ten (10) Business Days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A To obtain compensation pursuant to this Section 4.05, a certificate of such Secured Party claiming compensation under this Section 2.114.05, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.114.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 4.05 for any increased costs incurred or reductions suffered incurred more than nine (9) months 120 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions additional amounts and of such Lender’s intention to claim compensation therefor (except therefor; provided further that, if the Change change in Law law giving rise to such increased costs or reductions is retroactive, then the nine-month 120 day period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Recipient to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Loan made by such Lender or any Letter of Credit issued by the L/C Issuer, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party Recipient or (iii) impose on such Secured Party or any Person controlling such Secured Party Recipient any other condition condition, cost or expense (other than Taxes) regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party Recipient of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any LoanLoan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Secured Party Recipient hereunder, then, upon demand by such Secured PartyRecipient, the Borrower Borrowers shall pay to such Secured Party Recipient such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 15 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Term Loan made by such Agent or such Lender (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Term Loan, or agreeing to make any Term Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Term Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Term Loans made or maintained, or any agreement to make Term Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Recipient to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Loan made by such Lender or any Letter of Credit issued by the L/C Issuer, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party Recipient or (iii) impose on such Secured Party or any Person controlling such Secured Party Recipient any other condition condition, cost or expense (other than Taxes) regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party Recipient of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any LoanLoan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Secured Party Recipient hereunder, then, upon demand by such Secured PartyRecipient, the Borrower Borrowers shall pay to such Secured Party Recipient such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 15 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any taxTax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer (except for other than Taxes, duties or other charges that are (A) Indemnified Taxes, (B) Taxes described in any of clauses (b) through (d) of the definition of Excluded Taxes and or (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any LoanLoan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or 's such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the BorrowerBorrowing Agent, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender Secured Party to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s Secured Party's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender Secured Party pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender Secured Party notifies the Borrower Borrowing Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s Secured Party's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income TaxesTaxes that are imposed on or measured by the overall net income of such Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Recipient to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Loan made by such Lender or any Letter of Credit issued by the L/C Issuer, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party Recipient or (iii) impose on such Secured Party or any Person controlling such Secured Party Recipient any other condition condition, cost or expense (other than Taxes) regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party Recipient of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any LoanLoan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Secured Party Recipient hereunder, then, upon demand by such Secured PartyRecipient, the Borrower Borrowers shall pay to such Secured Party Recipient such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (ba) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (cb) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 15 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (dc) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (ed) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Party, to any tax, duty or other charge Tax with respect to this Agreement or any Loan Term Loans, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto, made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes and Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes and (C) Connection Income Taxes”), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (except any such reserve requirement reflected in the Adjusted LIBO Rate) against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, consideration such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and Agreement, the payment of the Loans and all other amounts payable hereunderhereunder and the resignation or removal of any Agent.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Secured Party (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital.Secured (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-nine- month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined in good faith that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, Loan or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined in good faith that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines in good faith that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, maintained or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an 128498985v11 explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (Aw) taxes on the overall net income of such Secured Party or any Person controlling such Secured Party, (x) Indemnified Taxes, (By) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Cz) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (ba) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect affecting the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances Change in Law as a consequence of any Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, then from time to time the Borrower Borrower’s shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (cb) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. The Administrative Borrower shall pay such Secured Party the amount shown as due on any such certificate within 10 days after receipt thereof. (dc) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (ed) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) a. If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) b. All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, and shall be final and conclusive absent manifest error. (d) c. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) d. The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Tax other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), with respect to this Agreement or any Loan made by such Agent or such Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 ten (10) days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error; provided that, the Borrowers shall not be liable for such compensation if (i) the relevant Change in Law occurs on a date prior to the date such Secured Party becomes a party hereto and/or (ii) such Secured Party does not charge such additional amounts to other borrowers that are substantially similar to the Borrower in financing transactions materially similar to the financing transactions et forth in this Agreement. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Secured Party (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital.of (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Party, to any tax, duty or other charge Tax with respect to this Agreement or any Loan Term Loans, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto, made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes and Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Term Loan or agreeing to make any Term Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Term Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Term Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Term Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, Term Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, consideration such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and Agreement, the payment of the Term Loans and all other amounts payable hereunderhereunder and the resignation or removal of any Agent.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Secured Party (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital.such (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty Tax (other than an Indemnified Tax or other charge an Excluded Tax) with respect to this Agreement or any Loan made by such Agent or such Lender (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party Lender of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Debtor shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintainedmaintained hereunder, or such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Debtor shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital, but only to the extent that such cost or reduction in return is caused solely as a result of its Loan made or maintained hereunder. (c) All amounts payable under this Section 2.11 2.12 shall bear interest from the date that is 10 ten (10) days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Base Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.12, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the BorrowerDebtor, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.12, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender Secured Party to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.12 shall not constitute a waiver of such LenderSecured Party’s right to demand such compensation; provided that the Borrower Debtor shall not be required to compensate a Lender Secured Party pursuant to the foregoing provisions of this Section 2.11 2.12 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender Secured Party notifies the Borrower Debtor of the Change in Law giving rise to such increased costs or reductions and of such LenderSecured Party’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The Subject to the provisions of Section 2.12(d), the obligations of the Loan Parties under this Section 2.11 2.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. All amounts payable under this Section 2.10 shall bear interest from the date that is 10 days after the date of receipt by the Administrative Borrower of a such certificate until payment in full to such Secured Party at the Reference Rate. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Secured Party (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, 142901395v2 such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) 1. If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) 2. All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) 3. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) 4. The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and or (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment Payment in full Full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.this

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar DOCID - 27822767.5 ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding anything to the contrary contained herein, no BVI Loan Party shall be required to make any payment under this Section to the extent the obligation to make such payment constitutes a U.S. Obligation.

Increased Costs and Reduced Return. (a) If If, on or after the date hereof, the adoption of or any Secured change in any Applicable Law or in the interpretation or application thereof applicable to any Tax Protected Party, or compliance by any Tax Protected Party shall have determined that with any Change request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in Law shall each case made subsequent to the Effective Date (or, if later, the date on which such Tax Protected Party becomes a Tax Protected Party): (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, such Secured Party or any Person controlling other acquisition of funds by, any office of such Secured Tax Protected Party or which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iiiii) shall impose on such Secured Party or any Person controlling such Secured Tax Protected Party any other condition regarding this Agreement or any Loan, condition; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Tax Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loans or to reduce any amount received receivable hereunder in respect thereof (any such increased cost or receivable by such Secured Party hereunderreduction hereinafter referred to as an “Increased Cost”), then, in any such case, upon demand by notice to the Borrower from such Secured Tax Protected Party, through the Agent, in accordance herewith, the Borrower shall be obligated to pay to such Secured Party such Tax Protected Party, in accordance with Section 2.07(c), any additional amounts as will necessary to compensate such Secured Tax Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased costs cost or reductions in amountreduced amount receivable. (b) If any Secured Tax Protected Party shall have determined that the adoption or the becoming effective of, or any Change change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in Law either (i) affects the interpretation or would affect the amount of administration of, any Applicable Law, regarding capital required adequacy, or expected to be maintained compliance by such Secured Party or any Person controlling such Secured Tax Protected Party, and such Secured Party determines that or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the amount force of such capital is increased as a direct or indirect consequence law) of any Loans made such authority, central bank or maintainedcomparable agency, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Tax Protected Party’s (or such other controlling Person’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Secured Party Tax Protected Party, or such controlling Person its parent corporation, could have achieved but for such circumstances as a consequence of any Loans made adoption, effectiveness, change or maintained, or any agreement to make Loans, or compliance (taking into consideration such Secured Tax Protected Party’s (or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s parent corporation’s) policies with respect to capital adequacy), then, upon demand by notice from such Secured PartyTax Protected Party to the Borrower, the Borrower shall be obligated to pay to such Secured Tax Protected Party from time to time in accordance with Section 2.07(c), such additional amount or amounts as will compensate such Secured Tax Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such cost reduction. Each determination by any such Tax Protected Party of maintaining such increased capital or such reduction in amounts owing under this Section shall, absent manifest error, be conclusive and binding on the rate of return on such Secured Party’s or such other controlling Person’s capitalparties hereto. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of each Tax Protected Party setting forth such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event amount or amounts as shall be submitted by necessary to compensate such Secured Tax Protected Party or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, Borrower and shall be final and conclusive absent manifest error. The Borrower shall pay each Tax Protected Party the amount shown as due on any such certificate delivered by it on the next succeeding Settlement Date in accordance with Section 2.07(c). (d) Promptly after any Tax Protected Party becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Tax Protected Party shall notify the Borrower thereof. Failure or delay on the part of any Lender Tax Protected Party so to notify the Borrower or to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to the foregoing provisions of this Section 2.11 any period shall not constitute a waiver of such LenderTax Protected Party’s right to demand compensation with respect to such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions period or any other period. The protection of this Section 2.11 for shall be available to each Tax Protected Party regardless of any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower possible contention of the Change in Law giving rise to such increased costs invalidity or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations inapplicability of the Loan Parties under this Section 2.11 law, rule, regulation, guideline or other change or condition which shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhave occurred or been imposed.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand (and receipt by the Administrative Borrower of the certificate described in the next sentence) by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall If, on or after the date hereof, (i) the adoption of or any change in any Applicable Law (including any Existing Law (defined below)) or in the interpretation or application thereof applicable to any Protected Party, (ii) any request, guidance or directive (whether or not having the force of law) from any central bank or other Governmental Authority or (iii) the compliance, application or implementation by any Protected Party with the foregoing 68 Loan Agreement subclauses (i) or (ii) or any Existing Law, in each case made subsequent to the Effective Date (or, if later, the date on which such Protected Party becomes a Protected Party): (i) shall subject such Secured Party, or any Person controlling such Secured Protected Party to any tax, duty or other charge Tax of any kind whatsoever with respect to this Agreement or any Loan made by it or its Note or its obligation to make Loans, or change the basis of taxation of payments to such Agent or such Lender Protected Party in respect thereof (except for (A) Indemnified Taxes, Taxes and Other Taxes covered by Section 3.01 and (B) changes in Taxes described measured by or imposed upon the net income or franchise Tax (imposed in clauses (b) through (d) lieu of the definition of Excluded Taxes and (C) Connection Income Taxessuch net income Tax), of such Protected Party or any Affiliate thereof); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, such Secured Party or any Person controlling other acquisition of funds by, any office of such Secured Protected Party or which is not otherwise included in the determination of the applicable Adjusted LIBOR Rate hereunder; or (iii) shall impose on such Secured Party or any Person controlling such Secured Protected Party any other condition regarding this Agreement or any Loan, condition; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loan or to reduce any amount received receivable hereunder in respect thereof (any such increased cost or receivable by such Secured Party hereunderreduction hereinafter referred to as an “Increased Cost”), then, in any such case, upon demand by notice to the Borrower from such Secured Protected Party, through the Agent, in accordance herewith, the Borrower shall be obligated to pay to such Secured Party such Protected Party, in accordance with Section 2.07(c), any additional amounts as will necessary to compensate such Secured Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased costs cost or reductions in amountreduced amount receivable. (b) If any Secured Protected Party shall have determined that any Change in Law either (i) affects the adoption or would affect the amount becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any Applicable Law (including any Existing Law), regarding capital adequacy, (ii) any request, guidance or directive regarding capital adequacy (whether or not having the force of capital required law) of any such authority, central bank or expected to be maintained comparable agency, or (iii) the compliance, application or implementation by such Secured Protected Party or any Person controlling such Secured Party, and such Secured Party determines that its parent corporation of the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, foregoing subclauses (i) or (ii) or any Existing Law has or would have the effect of reducing the rate of return on such Secured Protected Party’s (or such other controlling Person’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Secured Party Protected Party, or such controlling Person its parent corporation, could have achieved but for such circumstances as a consequence of any Loans made adoption, effectiveness, change or maintained, or any agreement to make Loans, or compliance (taking into consideration such Secured Protected Party’s (or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s parent corporation’s) policies with respect to capital adequacy), then, upon demand by notice from such Secured PartyProtected Party to the Borrower, the Borrower shall be obligated to pay to such Secured Protected Party from time to time in accordance with Section 2.07(c), such additional amount or amounts as will compensate such Secured Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such cost reduction. Each determination by any such Protected Party of maintaining amounts owing under this Section 3.03 shall, absent manifest error, be conclusive and binding on the parties hereto. For the avoidance of doubt, an Applicable Law regarding capital adequacy shall include, but not be 69 Loan Agreement limited to, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (ii) the publication entitled “Basel III: A global regulatory framework for more resilient banks and banking systems,” as updated from time to time (“Basel III”); or (iii) any implementing rules, regulations, guidance, interpretations or directives from any Official Body relating to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (whether or not having the force of law and whether any such increased capital Applicable Law becomes effective before or such reduction in after the rate of return on such Secured Party’s or such other controlling Person’s capitaldate hereof) (collectively, “Existing Law”). (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of each Protected Party setting forth such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event amount or amounts as shall be submitted by necessary to compensate such Secured Protected Party or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, Borrower and shall be final and conclusive absent manifest error. The Borrower shall pay each Protected Party the amount shown as due on any such certificate delivered by it on the next succeeding Settlement Date in accordance with Section 2.07(c). (d) Promptly after any Protected Party becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section 3.03, such Protected Party shall notify the Borrower thereof. Failure or delay on the part of any Lender Protected Party so to notify the Borrower or to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to the foregoing provisions of this Section 2.11 any period shall not constitute a waiver of such LenderProtected Party’s right to demand compensation with respect to such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions period or any other period. The protection of this Section 2.11 for 3.03 shall be available to each Protected Party regardless of any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower possible contention of the Change in Law giving rise to such increased costs invalidity or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations inapplicability of the Loan Parties under this Section 2.11 law, rule, regulation, guideline or other change or condition which shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhave occurred or been imposed.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes or Taxes described in clauses (b) through (d) Section 2.09(e), in each case, of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have reasonably determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintainedmaintained or any guaranty or participation with respect thereto, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintainedmaintained or any guaranty or participation with respect thereto, or any agreement to make Loans, Loans or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under Clauses (a) and (b) of this Section 2.11 shall bear interest do not apply to the extent any cost or reduction is: (i) attributable to a withholding or deduction for or on account of Tax required by law to be made from a payment by a Borrower or Guarantor; (ii) compensated for by Section 2.09(c) or would have been compensated for under that Section 2.09(c) but was not so compensated solely because any of the date exclusions set out therein applied; (iii) compensated for by Section 2.09(b); (iv) attributable to the implementation or application of, or compliance with, Basel III or any law or regulation that implements or applies Basel III (whether such implementation, application or compliance is 10 days after by a government, regulator, Secured Party or any of its Affiliates), unless such cost or reduction was not, in the reasonable opinion of that Secured Party, capable of being calculated by the relevant Secured Party with sufficient accuracy or in reasonable detail on the date of demand by any this Agreement or, if later, as at the date on which the relevant Secured Party until payment became a Secured Party; or (v) attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in full to June 2004 in the form existing on the date of this Agreement (but excluding any amendment taking account of or incorporating any measure from Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Secured Party at the Reference Rate. A certificate or any of such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, and shall be final and conclusive absent manifest errorits Affiliates. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) twelve months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any If, on or after the Closing Date, a Change in Law shall Law: (i) subject such Secured Partyshall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any Person controlling other acquisition of funds by, any office of such Secured Protected Party which is not otherwise included in the determination of Daily Simple SOFR hereunder; (ii) shall subject any Protected Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (C) Connection Income Taxes imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes), in each case as a result of a present or former connection between such Protected Party and the jurisdiction imposing such Tax (ii) imposeother than connections arising from such Protected Party having executed, modify delivered, become a party to, performed its obligations under, received payments under, received or deem applicable perfected a security interest under, engaged in any reserveother transaction pursuant to or enforced any Loan Document, special deposit or similar requirement against sold or assigned an interest in any Loan or against assets Loan Document)) on its loans, loan principal, letters of or held bycredit, commitments, or deposits with or for the account ofother obligations, or credit extended byits deposits, such Secured Party reserves, other liabilities or any Person controlling such Secured Party or capital attributable thereto; or (iii) shall impose on such Secured Party or any Person controlling such Secured Protected Party any other condition regarding condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any participation in any such Loan, ; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loans or to reduce any amount received receivable hereunder in respect thereof (any such increased cost or receivable by such Secured Party hereunderreduction hereinafter referred to as an “Increased Cost”), then, in any such case, upon demand by notice to the Borrower from such Secured Protected Party, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to pay to such Secured Party such Protected Party, in accordance with Section 2.07(c), any additional amounts as will necessary to compensate such Secured Protected Party for such increased costs cost or reductions in amountreduced amount receivable. (b) If any Secured Protected Party shall have determined that any a Change in Law either (i) affects regarding capital adequacy, or would affect the amount of capital required or expected to be maintained compliance by such Secured Party or any Person controlling such Secured Protected Party, and such Secured Party determines that or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the amount force of such capital is increased as a direct or indirect consequence law) of any Loans made Governmental Authority, central bank or maintainedcomparable agency, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Protected Party’s (or such other controlling Person’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Secured Party Protected Party, or such controlling Person its parent corporation, could have achieved but for such circumstances as a consequence of any Loans made adoption, effectiveness, change or maintained, or any agreement to make Loans, or compliance (taking into consideration such Secured Protected Party’s (or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s parent corporation’s) policies with respect to capital adequacy), then, upon demand by notice from such Secured PartyProtected Party to the Borrower, the Borrower shall be obligated to pay to such Secured Protected Party from time to time in accordance with Section 2.07(c), such additional amount or amounts as will compensate such Secured Protected Party for such cost reduction. Each determination by any such Protected Party of maintaining such increased capital or such reduction in amounts owing under this Section shall, absent manifest error, be conclusive and binding on the rate of return on such Secured Party’s or such other controlling Person’s capitalparties hereto. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of each Protected Party setting forth such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event amount or amounts as shall be submitted by necessary to compensate such Secured Protected Party or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, Borrower and shall be final and conclusive absent manifest error. The Borrower shall pay each Protected Party the amount shown as due on any such certificate delivered by it on the next succeeding Settlement Date in accordance with Section 2.07(c). (d) Promptly after any Protected Party becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Protected Party shall notify the Borrower thereof. Failure or delay on the part of any Lender Protected Party so to notify the Borrower or to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to the foregoing provisions of this Section 2.11 any period shall not constitute a waiver of such LenderProtected Party’s right to demand compensation with respect to such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions period or any other period. The protection of this Section 2.11 for shall be available to each Protected Party regardless of any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower possible contention of the Change in Law giving rise to such increased costs invalidity or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations inapplicability of the Loan Parties under this Section 2.11 law, rule, regulation, guideline or other change or condition which shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhave occurred or been imposed.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this 137907439v16 Agreement or any Loan made by such Agent or such Lender Secured Party (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) 1. If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) 2. All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) 3. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).. 137907439v16 (e) 4. The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge Taxes with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) any Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income any Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, maintained or any agreement to make Loans, Loans or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge Taxes with respect to this Agreement or any Loan made by such Agent or such Lender Lender, hereunder (except for (Ai) Indemnified Taxes, (Bii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and or (Ciii) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Raterate applicable to the Loans. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have reasonably determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any taxTax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for other than Taxes, duties or other charges that are (A) Indemnified Taxes, (B) Taxes described in any of clauses (b) through (d) of the definition of Excluded Taxes and or (C) Connection Income Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party (without double counting) such additional amounts as will compensate such Secured Party for such increased increase in costs or reductions in amount. (b) If any Secured Party shall have reasonably determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an a reasonably detailed explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender Secured Party to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s Secured Party's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Secured Party pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) twelve months prior to the date that such Lender Secured Party notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s Secured Party's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninetwelve-month period referred to above shall be extended to include increased by the number of months in the period of retroactive effect thereofeffect). (e) The obligations of the Loan Parties Borrower under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans Loan and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Term Loan made by such Agent or such Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Term Loan or agreeing to make any Term Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) . If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Term Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Term Loans made or maintained, or any agreement to make Loans, Loans or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) . All amounts payable under this Section 2.11 2.09 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.09, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.09, and shall be final and conclusive absent manifest error. (d) . Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.09 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.09 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise KL2 3287103.6 ​ to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) . The obligations of the Loan Parties under this Section 2.11 2.09 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxessuch Secured Party or any Person controlling such Secured Party), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding anything to the contrary contained herein, no BVI Loan Party shall be required to make any payment under this Section to the extent the obligation to make such payment constitutes a U.S. Obligation.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Party, to any tax, duty or other charge Tax with respect to this Agreement or any Loan Term Loans, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto, made by such Agent or such Lender Lender, or change the basis of taxation of payments to such Secured Party or any Person controlling such Secured Party of any amounts payable hereunder (except for (A) Indemnified Taxes, (B) Taxes and Taxes described in clauses (b) through (d) of the definition of “"Excluded Taxes and (C) Connection Income Taxes”"), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (except any such reserve requirement reflected in the Adjusted LIBOTerm SOFR Rate) against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, Loans or such Secured Party’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, consideration such Secured Party’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s 's or such other controlling Person’s 's capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s 's reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and Agreement, the payment of the Loans and all other amounts payable hereunderhereunder and the resignation or removal of any Agent.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party Recipient to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any Loan made by such Lender or any Letter of Credit issued by the L/C Issuer, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party Recipient or (iii) impose on such Secured Party or any Person controlling such Secured Party Recipient any other condition condition, cost or expense (other than Taxes) regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party Recipient of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any LoanLoan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Secured Party Recipient hereunder, then, upon demand by such Secured PartyRecipient, the Borrower Borrowers shall pay to such Secured Party Recipient such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling 77 Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower Borrowers shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 15 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If If, on or after the date hereof, the adoption of or any Secured change in any Applicable Law or in the interpretation or application thereof applicable to any Tax Protected Party, or compliance by any Tax Protected Party shall have determined that with any Change request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in Law shall each case made subsequent to the Effective Date (or, if later, the date on which such Tax Protected Party becomes a Tax Protected Party): (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, such Secured Party or any Person controlling other acquisition of funds by, any office of such Secured Tax Protected Party or which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iiiii) shall impose on such Secured Party or any Person controlling such Secured Tax Protected Party any other condition regarding this Agreement or any Loan, condition; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Secured Tax Protected Party of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan, Loans or to reduce any amount received receivable hereunder in respect thereof (any such increased cost or receivable by such Secured Party hereunderreduction hereinafter referred to as an “ Increased Cost ”), then, in any such case, upon demand by notice to the Borrower from such Secured Tax Protected Party, through the Agent, in accordance herewith, the Borrower shall be obligated to pay to such Secured Party such Tax Protected Party, in accordance with Section 2.07(c) , any additional amounts as will necessary to compensate such Secured Tax Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased costs cost or reductions in amountreduced amount receivable. (b) If any Secured Tax Protected Party shall have determined that the adoption or the becoming effective of, or any Change change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in Law either (i) affects the interpretation or would affect the amount of administration of, any Applicable Law, regarding capital required adequacy, or expected to be maintained compliance by such Secured Party or any Person controlling such Secured Tax Protected Party, and such Secured Party determines that or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the amount force of such capital is increased as a direct or indirect consequence law) of any Loans made such authority, central bank or maintainedcomparable agency, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Tax Protected Party’s (or such other controlling Person’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Secured Party Tax Protected Party, or such controlling Person its parent corporation, could have achieved but for such circumstances as a consequence of any Loans made adoption, effectiveness, change or maintained, or any agreement to make Loans, or compliance (taking into consideration such Secured Tax Protected Party’s (or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s parent corporation’s) policies with respect to capital adequacy), then, upon demand by notice from such Secured PartyTax Protected Party to the Borrower, the Borrower shall be obligated to pay to such Secured Tax Protected Party from time to time in accordance with Section 2.07(c) , such additional amount or amounts as will compensate such Secured Tax Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such cost reduction. Each determination by any such Tax Protected Party of maintaining such increased capital or such reduction in amounts owing under this Section shall, absent manifest error, be conclusive and binding on the rate of return on such Secured Party’s or such other controlling Person’s capitalparties hereto. (c) All amounts payable under this Section 2.11 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of each Tax Protected Party setting forth such Secured Party claiming compensation under this Section 2.11, specifying the event herein above described and the nature of such event amount or amounts as shall be submitted by necessary to compensate such Secured Tax Protected Party or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11, Borrower and shall be final and conclusive absent manifest error. The Borrower shall pay each Tax Protected Party the amount shown as due on any such certificate delivered by it on the next succeeding Settlement Date in accordance with Section 2.07(c) . (d) Promptly after any Tax Protected Party becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Tax Protected Party shall notify the Borrower thereof. Failure or delay on the part of any Lender Tax Protected Party so to notify the Borrower or to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to the foregoing provisions of this Section 2.11 any period shall not constitute a waiver of such LenderTax Protected Party’s right to demand compensation with respect to such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions period or any other period. The protection of this Section 2.11 for shall be available to each Tax Protected Party regardless of any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower possible contention of the Change in Law giving rise to such increased costs invalidity or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations inapplicability of the Loan Parties under this Section 2.11 law, rule, regulation, guideline or other change or condition which shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhave occurred or been imposed.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any the Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any the Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any the Term Loan, or agreeing to make any the Term Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans the Term Loan made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans the Term Loan made or maintained, or any agreement to make Loansthe Term Loan, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 ‎Section 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.11‎Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11‎Section 2.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 ‎Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 ‎Section 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 ‎Section 2.10 shall survive the termination of this Agreement and the payment of the Loans Term Loan and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any the Termany Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition (other than Taxes) regarding this Agreement or any the Termany Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any the Termany Loan, or agreeing to make any the Termany Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any the Term Loanany Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any the Term Loanany Loans made or maintained, or any agreement to make Loansthe Term LoanLoans, or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 ‎Section 2.10 shall bear interest from the date that is 10 days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.11‎Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.11‎Section 2.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 ‎Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 ‎Section 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 ‎Section 2.10 shall survive the termination of this Agreement and the payment of the Loans Term LoanLoans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Secured Party (which term shall include LC Issuer for purposes of this Section 2.10) shall have determined that any Change in Law shall (i) subject such Secured Party, or any Person controlling such Secured Party to any tax, duty or Taxes (other charge with respect to this Agreement or any Loan made by such Agent or such Lender (except for than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes)) with respect to this Agreement or any Loan made by such Agent or such Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon written demand (including documentation reasonably supporting such request) by such Secured Party, the Borrower Borrowers shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount. (b) If any Secured Party shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Secured Party’s or such other controlling Person’s other obligations hereunder or under any Support Agreement or Lender Letter of Credit (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon the Borrowers shall promptly following written demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital. (c) All amounts payable under this Section 2.11 2.10 shall bear interest from the date that is 10 15 days after the date of written demand by any Secured Party until payment in full to such Secured Party at the Reference Rate. A certificate of such Secured Party claiming compensation under this Section 2.112.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.112.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.11 2.10 for any increased costs incurred or reductions suffered more than nine (9) 9 months prior to the date that such Lender notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such LenderXxxxxx’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-9 month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.11 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.