Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change a Change in Law (other than any change by way of imposition or increase of reserve requirementsrequirements or, in the case of Eurocurrency Rate Eurodollar Advances, included in the Eurocurrency Eurodollar Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Rate Eurodollar Advances (including, without limitation, or to any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Bank, by an amount reasonably deemed by such Bank to be material, then the Borrower shall from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank shall have determined that the adoptiona Change in Law (including, after the date hereofwithout limitation, of any applicable lawChange in Law with respect to any taxes, rule or regulation regarding capital adequacylevies, or any change thereinimposts, or any change in the interpretation or administration thereof by any governmental authoritydeductions, central bank or comparable agency charged charges, withholdings and all liabilities with the interpretation or administration thereofrespect thereto, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of other than Taxes, Other Taxes, and any such authority, central bank or comparable agency, amounts excluded from the definition of Taxes by the first sentence of Section 2.20(a)) has or would have the effect on or after the date hereof of reducing the rate of return on such Bank's ’s capital or the capital of any corporation controlling such Bank as a consequence of its obligations such Bank’s obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then the Borrower shall, from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will promptly notify the Administrative Agent Borrower and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. (d) The Borrower shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under Section 2.15(a) or 2.15(b) that are attributable to the correctness period (the “Excluded Period”) ending 120 days prior to the Borrower’s receipt of the certificate with respect to such demand required under Section 2.15(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Borrower’s receipt of such additional amount or amounts. Each certificate, the limitation set forth in this Section 2.15(d) shall not apply. (e) If any Bank agrees not to request shall subsequently recoup any payment costs (other than from the Borrower) for which such Bank has theretofore been compensated by the Borrower under this Section 2.12 unless similar requests are then generally being made by 2.15, such Bank shall remit to the Borrower an amount equal to the amount of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereundersuch recoupment.

Increased Costs and Reduced Return. (a) Subject If any Lender shall have determined that any Regulatory Change (other than with respect to the limitation taxes referred to in Section 2.03(a)(ii), if, due to either 3.06 hereof) shall (i) change the introduction basis of taxation of payments to the Lender of any amounts payable hereunder with respect to any Eurodollar Advance (except for taxes based on the overall net income of such Lender or its Applicable Lending Office), (ii) impose, modify or deem applicable any change reserve, special deposit or similar requirement (other than any change by way of imposition or increase of reserve requirements, Reserve Requirements used in the case determination of Eurocurrency Rate Advancesthe Adjusted Eurodollar Rate) against any Eurodollar Advance or against assets held by, included or deposits with or for the account of, such Lender, or (iii) impose on the applicable Lender any other condition regarding this Agreement, its Note or any Eurodollar Advance and the result of any event referred to in the Eurocurrency Rate Reserve Percentageclause (i), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of lawiii) issued after the date hereof, there above shall be any to increase in the cost to any Bank the applicable Lender of agreeing to make, making, funding making or maintaining Eurocurrency Rate Advances (includingany Eurodollar Advance or the funding for any Eurodollar Advance, without limitationor to reduce any amount received or receivable by the Lender hereunder with respect to any such Advance, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to timethen, within ten days after (10) Business Days of written demand by such Bank the applicable Lender (with a copy of such demand to made through the Administrative Agent), such Borrower the Borrowers shall jointly and severally pay to the Administrative Agent for the account of the applicable Lender such Bank additional amounts sufficient to as will compensate such Bank the Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline costs or request which took effect more than 90 days prior to the date of such demandreductions in amount. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank Lender shall have determined that the adoptionany Regulatory Change shall impose, after the date hereofmodify or deem applicable any capital adequacy or similar requirement (including, of any applicable lawwithout limitation, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any a request or directive issued after requirement that affects the date hereof regarding manner in which the applicable Lender allocates capital adequacy (whether or not having the force of lawresources to its Commitment and Advances) of any such authority, central bank or comparable agency, has that either affects or would have affect the effect amount of reducing capital to be maintained by the applicable Lender as a consequence of its commitments or obligations hereunder or reduces or would reduce the rate of return on such Bankthe Lender's capital as a consequence of its obligations hereunder to a level below that which such Bank the Lender could have achieved but for such adoptionRegulatory Change as a consequence of its commitments or obligations hereunder (taking into consideration the Lender's policies with respect to capital adequacy), change or compliance by an amount reasonably deemed by such Bank to be material, then from time to timethen, within ten days after (10) Business Days of written demand by such Bank the applicable Lender (with a copy of such demand to made through the Administrative Agent), the Company Borrowers shall jointly and severally pay to the Administrative Agent for the account of such Bank the applicable Lender such additional amount or amounts as will compensate the Lender for such Bank, in light cost of maintaining such circumstances, to the extent such Bank reasonably determines increased capital or such reduction to be allocable to in the existence rate of such Bankreturn on the Lender's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandcapital. (c) Each Bank Before making any claims pursuant to Section 4.01(a) or 4.01(b) hereof, the applicable Lender, shall, if practicable, designate a different Applicable Lending Office if such designation will promptly notify avoid the need for making such claim and will not, in the reasonable judgment of the applicable Lender be otherwise disadvantageous to the applicable Lender. If the applicable Lender does make a claim pursuant to subsection 4.01(a) or 4.01(b) hereof, it shall give notice to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 37 44 Borrowers of the event by reason of which it is entitled to do so accompanied by a certificate as described in subsection 4.01(d). (d) A certificate of the applicable Lender claiming compensation under this Section 4.01 shall be submitted by the Lender to the Administrative Agent and the Company of any event of which it has knowledgeBorrowers, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to Lender's reasons for invoking the provisions of this Section 4.01, and shall be paid to it hereunder shall create a rebuttable presumption final and conclusive (absent manifest error) as to the correctness amount thereof, provided that any determination by a Lender as to the occurrence and effect of such additional amount or amounts. Each Bank agrees not to request any payment under a Regulatory Change for purposes of this Section 2.12 unless similar requests are then generally being 4.01 shall be made by such Bank of other borrowers similarly situated, and to use on a reasonable basis for calculating amounts allocable to its Commitment hereunderbasis.

Increased Costs and Reduced Return. (a) Subject to the limitation If any Change in Section 2.03(a)(ii), if, due to either Law: (i) the introduction of or subjects any change Lender to any Tax (other than any change by way (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of imposition the definition of Excluded Taxes and (C) Connection Income Taxes) on its Revolving Loans, Commitments, or increase of reserve requirementsother obligations under the Credit Documents, in the case of Eurocurrency Rate Advancesor its deposits, included in the Eurocurrency Rate Reserve Percentage)reserves, after the date hereof, in other liabilities or in the interpretation of any law or regulation or capital attributable thereto; or (ii) the compliance with imposes, modifies or deems applicable any guideline reserve, special deposit, compulsory loan, insurance charge or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances similar requirement (including, without limitation, any conversion such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender or imposes on any Lender or on the London interbank market any other condition, cost or expense (other than Taxes) affecting its Revolving Loans, or its obligation to advance or maintain Revolving Loans; and the result of any Advance denominated of the foregoing is to increase the cost to such Lender of advancing, continuing, converting, or maintaining any Revolving Loan, or maintaining its obligation to make any such Revolving Loan, or to reduce the amount of any sum received or receivable by such Lender in an Alternative Currency connection therewith under this Agreement or any other than the Euro into an Advance denominated in EuroCredit Document, then, subject to Section 8.2(d), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten (10) days after demand by receipt of a certificate from such Bank (with a copy of Lender pursuant to Section 8.2(d) setting forth in reasonable detail such demand to determination and the Administrative Agent)basis thereof, such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any to such Lender such additional amount to the extent or amounts as will compensate such amount results from a change, guideline Lender for such increased costs or request which took effect more than 90 days prior to the date of such demandreductions suffered. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank Lender shall have determined that the adoption, after the date hereof, of any applicable law, rule Change in Law affecting such Lender regarding liquidity or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital, or on the capital of any Person controlling such Lender, as a consequence of its obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoptionChange in Law (taking into consideration such Lender’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, change or compliance by an amount reasonably deemed by such Bank subject to be materialSection 8.2(d), then from time to time, within ten (10) days after demand by its receipt of a certificate from such Bank (with a copy of Lender pursuant to Section 8.2(d) setting forth in reasonable detail such demand to determination and the Administrative Agent)basis thereof, the Company Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts as will compensate such Bank, in light of Lender for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreductions suffered. (c) Each Bank will promptly notify If the Administrative Agent and cost to any Lender of making or maintaining any Revolving Loan to the Company Borrower is increased (or the amount of any event sum received or receivable by any Lender is reduced) by an amount deemed by such Lender to be material, by reason of which it has knowledgethe fact that the Borrower is incorporated in, occurring or conducts business in, a jurisdiction other than the United States of America, the Cayman Islands, or other Specified Jurisdictions, the Borrower shall, subject to Section 8.2(d), indemnify such Lender for such increased cost or reduction within fifteen (15) days after the date hereof, which would entitle demand by such Bank to compensation pursuant to this Section 2.12Lender. A certificate of any Bank such Lender claiming compensation under this Section 8.2(c) and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall create a rebuttable presumption as be conclusive in the absence of manifest error. Notwithstanding the foregoing, no Lender shall be entitled to compensation under this Section 8.2(c) to the correctness extent the increased costs for which such Lender is claiming compensation have been or are being incurred at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor was entitled immediately prior to the assignment to such Lender to receive compensation with respect to such increased costs pursuant to this Section 8.2(c). The foregoing provisions shall not apply to Taxes on payments by any Loan Party hereunder, which shall be governed solely by Section 3.3. (d) Each Lender that determines to seek compensation or additional interest under this Section 8.2 shall give written notice to the Borrower of the circumstances that entitle such Lender to such compensation no later than one hundred eighty (180) days after such Lender receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the 180th day preceding such written demand, except if the law, rule, order or interpretation giving rise to such request for compensation has retroactive effect, such one hundred eighty (180) day period shall be extended to include such retroactive period. Each Lender shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, if such action or designation will not, in the sole judgment of such Lender made in good faith, be otherwise disadvantageous to it; provided that (i) the foregoing shall not in any way affect the rights of any Lender or the obligations of the Borrower under this Section 8.2, and (ii) no Lender shall be obligated to make its Eurocurrency Loans hereunder at any office located in the United States of America. A certificate of any Lender claiming compensation or additional interest under this Section 8.2, and setting forth the additional amount or amounts. Each Bank agrees not amounts to request any payment under this Section 2.12 unless similar requests are then generally being made be paid to it hereunder and accompanied by a statement prepared by such Bank of other borrowers similarly situatedLender describing in reasonable detail the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender may use any reasonable averaging and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderattribution methods.

Increased Costs and Reduced Return. (a) Subject to the ---------------------------------- limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or ------------------- any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Advances, by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such -------- amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall ------------------- have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be -------- obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A ------------ certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 ------------ unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to If following the limitation in Section 2.03(a)(ii), if, due to either date hereof any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advancesa reserve requirement, included in the Eurocurrency Rate Reserve Percentage)exchange control regulations, after the date hereofgovernmental charges, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental changes in the interbank eurodollar market or the position of any Lender in such market or otherwise) and the result of any such event is, in any Lender's reasonable judgment, to increase the costs which such Lender determines are attributable to its making or maintaining any Eurodollar Loan, or its obligation to make available any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender under this Agreement or the Note with respect to any Eurodollar Loan, then, within ten 44 52 days after demand by such Lender, Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) In addition to any amounts payable pursuant to Section 3.9 (a), if any Lender shall have determined that the adoption following the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing or in the enforcement or interpretation or administration of any of the foregoing by any court or any central bank or other Governmental Authority charged with the enforcement or interpretation or administration thereof, or compliance by the Issuing Lender or any Lender (or any lending office of any Lender) or the Issuing Lender's or such Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), hereof by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Issuing Lender's or such BankLender's capital or on the capital of the Issuing Lender's or such Lender's holding company, if any, as a consequence of its making or maintaining any Loan, its incurring any Letter of Credit Obligations, or its incurring any obligations hereunder under this Agreement to a level below that which the Issuing Lender or such Bank Lender or the Issuing Lender's or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration the Issuing Lender's or such Lender's policies and the policies of the Issuing Lender's or such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by the Issuing Lender or such Bank Lender to be material, then then, upon demand by the Issuing Lender or such Lender, Borrower agrees to pay to the Issuing Lender or such Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate the Issuing Lender or such Bank, in light of Lender or the Issuing Lender's or such circumstances, to the extent such Bank reasonably determines Lender's holding company for any such reduction to be allocable to the existence of such Banksuffered. Borrower's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation obligations under this Section shall survive the termination of this Agreement and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to repayment of the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderObligations.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of If on or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, the adoption of or any change in any applicable Law or in the interpretation of or application thereof applicable to any law Lender (or regulation its Applicable Lending Office), or compliance by any Lender (iior its Applicable Lending Office) the compliance with any guideline request or request from any central bank or other governmental authority directive (whether or not having the force of lawLaw) issued after from any central bank or other Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans or to participate in Letters of Credit, or change the date hereofbasis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, there or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); (ii) shall be 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 other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase in the cost to any Bank such Lender (or its Applicable Lending Office) of agreeing to make, making, funding converting into, continuing or maintaining Eurocurrency Rate Advances (includingany Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, without limitationthen, in any conversion of any Advance denominated in an Alternative Currency other than such case, upon notice to the Euro into an Advance denominated in Euro)Borrower from such Lender, by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to through the Administrative Agent), such Borrower shall pay to in accordance herewith, the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount to the extent indemnified) for such increased cost or reduced amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demandreceivable. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank Lender shall have determined that the adoption, after adoption or the date hereof, of any applicable law, rule or regulation regarding capital adequacybecoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable Law, regarding capital adequacy, or compliance by any Bank (such Lender, or its Applicable Lending Office) parent corporation, with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance by an amount reasonably deemed by (taking into consideration such Bank Lender's (or parent corporation's) policies with respect to be materialcapital adequacy), then then, upon notice from time to time, within ten days after demand by such Bank (with a copy of such demand Lender to the Administrative Agent)Borrower, the Company Borrower shall be obligated to pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts as will compensate such BankLender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this Section 3.04 shall, in light of such circumstancesabsent manifest error, to be conclusive and binding on the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitmentparties hereto; provided that no the Borrower shall not be obligated required to pay compensate any such amount Lender pursuant to the extent such amount results from an adoption, change, request subsection (a) above or directive which took effect this subsection (b) for any additional costs or was issued reductions suffered more than 90 180 days prior to the date such Lender notifies the Borrower of the circumstances giving rise to such additional costs or reductions and of such demandLender's intentions to claim compensation therefor, and provided further that, if the change in Law or in the interpretation or administration thereof giving rise to such additional costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Each Bank will promptly notify A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the Administrative Agent case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Company Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any event of which it has knowledgecircumstance that will, occurring after the date hereofin its sole judgment, which would entitle such Bank to result in a request for increased compensation pursuant to this Section 2.123.04, such Lender shall notify the Borrower thereof. A certificate Failure on the part of any Bank claiming Lender so to notify the Borrower or to demand compensation under for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section and setting forth 3.04 shall be available to each Lender regardless of any possible contention of the additional amount invalidity or amounts to be paid to it hereunder inapplicability of the law, rule, regulation, guideline or other change or condition which shall create a rebuttable presumption as to the correctness of such additional amount have occurred or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderbeen imposed.

Increased Costs and Reduced Return. i. If any Regulatory Change shall: (a1) Subject subject any Bank to any tax, duty or other charge with respect to any Eurodollar Loan, or shall change the limitation in Section 2.03(a)(ii), if, due basis of taxation of payments to either (i) such Bank of the introduction principal of or interest on any change Eurodollar Loan (other than any change by way of imposition or increase of reserve requirements, except for changes in the case rate of Eurocurrency Rate Advancestax on the overall net income of such Bank imposed by the jurisdiction in which such Bank's principal office is located); or (2) impose, included in the Eurocurrency Rate Reserve Percentage)modify or deem applicable any reserve, after the date hereof, in special deposit or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances similar requirement (including, without limitation, any conversion such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Bank; or (3) impose on any Bank or on the London interbank market any other condition or expense with respect to this Agreement, the Notes or their making, issuance or maintenance of any Advance denominated Eurodollar Loan; and the result of any such Regulatory Change is, in an Alternative Currency other than such Bank's reasonable judgment, to increase the Euro into an Advance denominated in Euro)costs which such Bank determines are attributable to its making or maintaining any Loan, by an or its obligation to make available any Loan, or to reduce the amount reasonably deemed of any sum received or receivable by such Bank under this Agreement or the Notes with respect to be materialany Loan, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand to the Administrative Agent)Bank, such Borrower shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts sufficient to as will compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. ii. In addition to any amounts payable pursuant to subsection (ba) Subject to the limitation in Section 2.03(a)(ii)above, if any Bank shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any court or any governmental authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by any such Bank (or its Applicable Lending Officeany lending office of such Bank) or such Bank's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of its making or maintaining any Loan or its obligations hereunder under this Agreement to a level below that which such Bank or such Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then then, upon demand by such Bank, the Borrower shall pay to such Bank from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light of such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of or such Bank's Commitment; provided that no Borrower shall be obligated to pay holding company for any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demand. (c) reduction suffered. Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to demand for compensation pursuant to this Section 2.12. A paragraph (b) shall be accompanied by a certificate of any such Bank claiming compensation under this Section and in reasonable detail setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness computation of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situatedcompensation (including the reason therefor), and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderwhich certificate shall be conclusive, absent manifest error.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii)If, if, due to either (i) the introduction of on or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, the adoption of or any change in any Applicable Law or in the interpretation of or application thereof applicable to any law Protected Party, or regulation or (ii) the compliance by any Protected Party with any guideline request or request from any central bank or other governmental authority directive (whether or not having the force of law) issued after from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date hereofon which such Protected Party becomes a Protected Party): (i) shall subject such Protected Party to any tax of any kind whatsoever with respect to any Loans made by it or its Note or its obligation to make Loans, there or change the basis of taxation of payments to such Protected Party in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 and (B) changes in taxes measured by or imposed upon the net income or franchise tax (imposed in lieu of such net income tax), of such Protected Party or any Affiliate thereof); (ii) shall be 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 other acquisition of funds by, any office of such Protected Party which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Protected Party any other condition; and the result of any of the foregoing is to increase in the cost to any Bank such Protected Party of agreeing to make, making, funding converting into, continuing or maintaining Eurocurrency Rate Advances any Loans or to reduce any amount receivable hereunder in respect thereof (including, without limitation, any conversion of any Advance denominated in such increased cost or reduction hereinafter referred to as an Alternative Currency other than the Euro into an Advance denominated in Euro“Increased Cost”), by an amount reasonably deemed by then, in any such Bank to be materialcase, then from time to time, within ten days after demand by such Bank (with a copy of such demand upon notice to the Administrative Borrower from such Protected Party, through the Agent), such Borrower shall pay to in accordance herewith, the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay such Protected Party, in accordance with Section 2.07(c), any additional amounts necessary to compensate such Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount to the extent indemnified) for such increased cost or reduced amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demandreceivable. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank Protected Party shall have determined that the adoption, after adoption or the date hereof, of any applicable law, rule or regulation regarding capital adequacybecoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any Applicable Law, regarding capital adequacy, or compliance by any Bank (such Protected Party, or its Applicable Lending Office) parent corporation, with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's Protected Party’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Protected Party, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance by an amount reasonably deemed by (taking into consideration such Bank Protected Party’s (or parent corporation’s) policies with respect to be materialcapital adequacy), then then, upon notice from time to time, within ten days after demand by such Bank (with a copy of such demand Protected Party to the Administrative AgentBorrower, the Borrower shall be obligated to pay to such Protected Party in accordance with Section 2.07(c), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, Protected Party on an after-tax basis (after taking into account applicable deductions and credits in light respect of the amount indemnified) for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay reduction. Each determination by any such amount to Protected Party of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandparties hereto. (c) Each Bank will promptly notify A certificate of each Protected Party setting forth such amount or amounts as shall be necessary to compensate such Protected Party or its holding company as specified in subsection (a) or (b) above, as the Administrative Agent case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Protected Party the Company 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 event of which it has knowledgecircumstance that will, occurring after the date hereofin its sole judgment, which would entitle such Bank to result in a request for increased compensation pursuant to this Section 2.12Section, such Protected Party shall notify the Borrower thereof. A certificate Failure on the part of any Bank claiming Protected Party so to notify the Borrower or to demand compensation under for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Protected Party’s right to demand compensation with respect to such period or any other period. The protection of this Section and setting forth shall be available to each Protected Party regardless of any possible contention of the additional amount invalidity or amounts to be paid to it hereunder inapplicability of the law, rule, regulation, guideline or other change or condition which shall create a rebuttable presumption as to the correctness of such additional amount have occurred or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderbeen imposed.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Eurodollar Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost London interbank market or the position of any Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to any Bank of agreeing increase the costs which such Lender determines are attributable to make, making, funding its making or maintaining Eurocurrency the Loan at the Eurodollar Rate, or its obligation to make available the Loan at the Eurodollar Rate Advances (including, without limitation, any conversion or to reduce the amount of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed sum received or receivable by such Bank to be materialLender under the Note, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, Borrower hereby agrees to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts sufficient to as will compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (b) Subject In addition to the limitation in any amounts payable pursuant to Section 2.03(a)(ii), 2.4.2 if any Bank Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by any Bank such Lender (or its Applicable Lending Officeany lending office of such Lender) or such Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or on the capital of such Lender's holding company, if any, as a consequence of its making or maintaining the Loan or its incurring any obligations hereunder under this Agreement to a level below that which such Bank Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Bank Lender to be material, then then, upon demand by such Lender, the Borrower hereby agrees to pay to such Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light of Lender or such circumstances, to the extent such Bank reasonably determines Lender's holding company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company If any Lender shall seek payment of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation amounts from Borrower pursuant to this Section 2.12or under Section 2.4.2, it shall notify the Borrower and the Agent of the amount payable by the Borrower to such Lender hereunder. A certificate of any Bank claiming compensation under this Section and such Lender seeking payment setting forth in reasonable detail the additional factual basis for and the computation of the amount or amounts to specified, shall be paid to it hereunder shall create a rebuttable presumption conclusive and binding on all parties for all purposes, absent manifest error, as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.the

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Eurodollar Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost London interbank market or the position of any Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to any Bank of agreeing increase the costs which such Lender determines are attributable to make, making, funding its making or maintaining Eurocurrency the Loan at the Eurodollar Rate, or its obligation to make available the Loan at the Eurodollar Rate Advances (including, without limitation, any conversion or to reduce the amount of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed sum received or receivable by such Bank to be materialLender under the Note, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, Borrower hereby agrees to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts sufficient to as will compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (b) Subject In addition to the limitation in any amounts payable pursuant to Section 2.03(a)(ii), 2.4.2 if any Bank Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by any Bank such Lender (or its Applicable Lending Officeany lending office of such Lender) or such Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or on the capital of such Lender's holding company, if any, as a consequence of its making or maintaining the Loan or its incurring any obligations hereunder under this Agreement to a level below that which such Bank Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Bank Lender to be material, then then, upon demand by such Lender, the Borrower hereby agrees to pay to such Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light of Lender or such circumstances, to the extent such Bank reasonably determines Lender's holding company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company If any Lender shall seek payment of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation amounts from Borrower pursuant to this Section 2.12or under Section 2.4.2, it shall notify the Borrower and the Agent of the amount payable by the Borrower to such Lender hereunder. A certificate of any Bank claiming compensation such Lender seeking payment setting forth in reasonable detail the factual basis for and the computation of the amount specified, shall be conclusive and binding on all parties for all purposes, absent manifest error, as to the amounts owned. The Borrower's obligations under this Section shall survive the termination of this Agreement and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to repayment of the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderObligations.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Adjusted CD Rate Advances, included in the Adjusted CD Rate Reserve Percentage or the Assessment Rate, or, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, ) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued adopted after the date hereofRestatement Date, or reasonably determined by a Bank only after the Restatement Date to be applicable to it or to its Eurocurrency Advances, Adjusted CD Rate Advances, or other Fixed Rate Advances, there shall be any increase after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Adjusted CD Rate Advances, Eurocurrency Advances, or other Fixed Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Advances, by an amount reasonably deemed by such Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under SECTION 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank shall have determined that the adoption, after the date hereof, adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeOffice or any corporation controlling such Bank) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, which adoption, change, request or directive is effected, made or promulgated after the Restatement Date, or if effective, made or promulgated prior to such date, is reasonably determined by a Bank only after the Restatement Date to be applicable to it or its obligations hereunder, has or would have the effect after the date hereof of reducing the rate of return on such Bank's capital or the capital of any corporation controlling such Bank as a consequence of its obligations such Bank's obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under SECTION 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under SECTION 2.12(a) or 2.12(b) that are attributable to the correctness period (the "EXCLUDED PERIOD") ending 120 days prior to the Company's receipt of the certificate with respect to such demand required under SECTION 2.12(c); PROVIDED, HOWEVER, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company's receipt of such additional amount or amounts. Each Bank agrees certificate, the limitation set forth in this SECTION 2.11(d) shall not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderapply.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change (other than than, in the case of Eurocurrency Rate Advances, any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, requirements included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Advances, by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided provided, that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect accrued more than 90 days prior to the date of demand therefor, except to the extent such demandintroduction, change, guideline or request has retroactive effect. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank or any corporation controlling such Bank's capital , as a consequence of its such Bank's obligations hereunder hereunder, to a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such BankBank or such corporation, in light of such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided provided, that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued accrued more than 90 days prior to the date of initial demand therefor, except to the extent such demandadoption, change or compliance has retroactive effect. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), If after the date hereof, in the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any law existing or regulation future Law or (ii) bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any guideline or request from directive of any central Official Body (in the case of any bank or other governmental authority (regulatory guideline, whether or not having the force of lawLaw): (1) issued after the date hereofshall impose, there shall be modify or deem applicable any increase in the cost to any Bank of agreeing to makereserve, making, funding special deposit or maintaining Eurocurrency Rate Advances similar requirement (including, without limitation, any conversion such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Pledged Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Pledged Collateral; or (2) imposes upon any Indemnified Party any other expense (including, without limitation, reasonable attorneys' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Pledged Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Pledged Collateral, and the result of any Advance denominated in an Alternative Currency of the foregoing is to increase the cost to such Indemnified Party with respect to this Agreement, the other than Transaction Documents, the Euro into an Advance denominated in Euro)ownership, maintenance or financing of the Pledged Collateral, the obligations hereunder, the funding of any Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Bank Indemnified Party to be material, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand to Indemnified Party, the Administrative Agent), such Borrower Issuer shall pay to the Administrative Agent for the account of such Bank additional amount or amounts sufficient to as will compensate such Bank Indemnified Party for such increased costcost or reduction; provided PROVIDED that no Borrower such amount shall be obligated payable with respect to pay any such amount to the extent such amount results from a change, guideline or request which took effect period commencing more than 90 two hundred seventy (270) days prior to the date the such Indemnified Party first notifies the Issuer of its intention to demand compensation therefor under this Section; PROVIDED FURTHER that if such demandchange in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. (bii) Subject to the limitation in Section 2.03(a)(ii), if If any Bank Indemnified Party shall have determined that the adoption, after the date hereof, the adoption of any applicable law, rule Law or regulation bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofOfficial Body, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such authority, central bank or comparable agencyOfficial Body, has or would have the effect of reducing the rate of return on capital of such Bank's capital Indemnified Party (or its parent) as a consequence of its such Indemnified Party's obligations hereunder or with respect hereto to a level below that which such Bank Indemnified Party (or its parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Bank (with a copy of such demand to Indemnified Party through the Administrative Funding Agent), the Company Issuer shall pay to the Administrative Agent Funding Agent, for the account benefit of such Bank Indemnified Party, such additional amount or amounts as will compensate such Bank, in light of Indemnified Party (or its parent) for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitmentreduction; provided PROVIDED that no Borrower such amount shall be obligated payable with respect to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued period commencing more than 90 two hundred seventy (270) days prior to the date the Funding Agent first notifies the Issuer of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank its intention to demand compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation therefor under this Section and setting forth Section; PROVIDED FURTHER that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness period of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderretroactive effect thereof.

Increased Costs and Reduced Return. (a) Subject to If the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule adoption or regulation regarding capital adequacyimplementation of, or any change thereinin, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in the interpretation or administration thereof by by, any governmental authoritycourt, central bank or comparable agency other administrative or -26- 27 governmental authority, or the compliance by any Bank or any lending office of any Bank 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 Bank or any lending office of any Bank (in each case, whether or not having the force of law), shall (i) change the basis of taxation of payments to any Bank or any lending office of any Bank of any amounts payable hereunder (except for taxes on the overall income of any Bank or any lending office of any Bank), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, any Bank or any lending office of any Bank, or (iii) impose on any Bank or any lending office of any Bank any other condition regarding this Loan Agreement, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Bank or any lending office of any Bank of making any Loan, maintaining its Commitment to make any Loan or participating in any Letter of Credit, or to reduce any amount received or receivable by any Bank hereunder, then, upon demand by such Bank, the Borrower shall pay to such Bank such additional amounts as will compensate such Bank for such increased costs or reductions in amount, together with interest on such additional amounts calculated from the date such costs or reductions are incurred. (b) If any Bank shall have determined that any Capital Guideline or 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 Bank (or its Applicable Lending Office) any lending office of such Bank with any Capital Guideline or with any request or directive issued after of any such governmental authority with respect to any Capital Guideline, or the date hereof regarding capital adequacy implementation of, or any change in, any applicable accounting principles (in 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 any Bank or any lending office of such Bank, and such Bank determines that the amount of such capital is increased as a direct or indirect consequence of any Loans or Letters of Credit made or maintained or any Commitment to make Revolving Loans or to participate in Letters of Credit, or such authorityBank's or such lending office's other obligations hereunder, central bank or comparable agency, (ii) has or would have the effect of reducing the rate of return on such BankLender's or such lending office's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoptioncircumstances as a consequence of any Loans made or maintained, change or compliance by an amount reasonably deemed the Commitment to make Revolving Loans, such Bank's or such lending office's other obligations hereunder (in each case, taking into consideration the Bank's or such lending office's policies with respect to capital adequacy), then, upon demand by such Bank, the Borrower shall pay to such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light Bank for such cost of maintaining such circumstances, to the extent such Bank reasonably determines increased capital or such reduction to be allocable to in the existence rate of return on the such Bank's Commitmentor such lending office's capital. (c) Upon determining in good faith than any additional amounts will be payable pursuant to this Section, any Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section; provided that no provided, however, the Borrower shall not be obligated to pay any of such amount amounts to any such Bank until it receives the applicable notice from such Bank. Determination by any Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period. (d) The Borrower will reimburse the Letter of Credit Bank on demand for all charges and expenses made or incurred by the Letter of Credit Bank in connection with each Letter of Credit including any increased expense to the extent Letter of Credit Bank resulting from the application of any tax (other than income tax), reserve requirement or deposit insurance premiums; the amount of such amount results charges and expenses to be determined by the Letter of Credit Bank in good faith. (e) All amounts payable under this Section 3.5 shall bear interest from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date that is three Business Days after the date of such demand. (c) Each demand by any Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle until payment in full to such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create at a rebuttable presumption as per annum rate equal to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderPrime Rate plus 2%.

Increased Costs and Reduced Return. If on or after (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (ix) the introduction of or any change (other than any change by way of imposition or increase of reserve requirementsdate hereof, in the case of Eurocurrency Rate Advances, included any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in the Eurocurrency Rate Reserve Percentage), after any Letter of Credit or (y) the date hereofof any related Competitive Bid, the adoption of or any change in any applicable Law or in the interpretation of or application thereof applicable to any law Lender (or regulation its Applicable Lending Office), or compliance by any Lender (iior its Applicable Lending Office) the compliance with any guideline request or request from any central bank or other governmental authority directive (whether or not having the force of lawLaw) issued after from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date hereofon which such Lender becomes a Lender): (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, there shall be any increase Eurocurrency Loans made by it or any of its Notes or its obligation to make Eurocurrency Loans or to participate in Letters of Credit, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); (ii) the Mandatory Cost, as calculated hereunder, does not represent the cost to any Lender of complying with the requirements of the Bank of agreeing England and/or the Financial Services Authority or the European Central Bank in relation to make, its making, funding or maintaining Eurocurrency Rate Advances Loans; (includingiii) shall impose, without limitationmodify 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 other acquisition of funds by, any conversion office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or (iv) shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any Advance denominated kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurocurrency Loans or issuing or participating in an Alternative Currency other than the Euro into an Advance denominated Letters of Credit or to reduce any amount receivable hereunder in Euro)respect thereof, by an amount reasonably deemed by then, in any such Bank case, upon notice to be materialXxxxxxxxx from such Lender, then from time to time, within ten days after demand by such Bank (with a copy of such demand to through the Administrative Agent), such Borrower shall pay to in accordance herewith, the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower Borrowers shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after–tax basis (after taking into account applicable deductions and credits in respect of the amount to the extent indemnified) for such increased cost or reduced amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demandreceivable. (ba) Subject to the limitation in Section 2.03(a)(ii), if If any Bank Lender shall have determined that the adoption, after adoption or the date hereof, of any applicable law, rule or regulation regarding capital adequacybecoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable Law, regarding capital adequacy, or compliance by any Bank (such Lender, or its Applicable Lending Office) parent corporation, with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance by an amount reasonably deemed by (taking into consideration such Bank Lender’s (or parent corporation’s) policies with respect to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agentcapital adequacy), then, upon notice from such Lender to Xxxxxxxxx, the Company Borrowers shall be obligated to pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts as will compensate such Bank, Lender on an after–tax basis (after taking into account applicable deductions and credits in light respect of the amount indemnified) for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto; provided, that if any Lender receives a rebate of any amount for which it had received compensation from any Borrower pursuant to Section 3.04(a) or Section 3.04(b), any such Lender shall promptly remit any such rebated amount to the extent Borrower. (b) A certificate of each Lender setting forth such amount results from an adoptionor amounts as shall be necessary to compensate such Lender or its holding company as specified in Section 3.04(a) or Section 3.04(b) above, changeas the case may be, request shall be delivered to Xxxxxxxxx and shall be conclusive absent manifest error. The Borrowers shall pay each Lender or directive which took effect or was issued more than 90 days prior to the date Issuing Lender, as the case may be, the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of such demandthe same. (c) Each Bank will promptly notify the Administrative Agent and the Company Promptly after any Lender becomes aware of any event of which it has knowledgecircumstance that will, occurring after the date hereofin its sole judgment, which would entitle such Bank to result in a request for increased compensation pursuant to this Section 2.12Section, such Lender shall notify Xxxxxxxxx thereof. A certificate Failure on the part of any Bank claiming Lender so to notify Xxxxxxxxx or to demand compensation under for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period. The protection of this Section and setting forth shall be available to each Lender regardless of any possible contention of the additional amount invalidity or amounts to be paid to it hereunder inapplicability of the law, rule, regulation, guideline or other change or condition which shall create a rebuttable presumption as to the correctness of such additional amount have occurred or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderbeen imposed.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Adjusted CD Rate Advances, included in the Adjusted CD Rate Reserve Percentage or the Assessment Rate, or, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, ) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued adopted after the date hereofRestatement Date, or reasonably determined by a Bank only after the Restatement Date to be applicable to it or to its Eurocurrency Advances or Adjusted CD Rate Advances, there shall be any increase after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Adjusted CD Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)or Eurocurrency Advances, by an amount reasonably deemed by such Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under SECTION 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank shall have determined that the adoption, after the date hereof, adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeOffice or any corporation controlling such Bank) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, which adoption, change, request or directive is effected, made or promulgated after the Restatement Date, or if effective, made or promulgated prior to such date, is reasonably determined by a Bank only after the Restatement Date to be applicable to it or its obligations hereunder, has or would have the effect after the date hereof of reducing the rate of return on such Bank's capital or the capital of any corporation controlling such Bank as a consequence of its obligations such Bank's obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under SECTION 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under SECTION 2.12(a) or 2.12(b) that are attributable to the correctness period (the "EXCLUDED PERIOD") ending 120 days prior to the Company's receipt of the certificate with respect to such demand required under SECTION 2.12(c); PROVIDED, HOWEVER, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company's receipt of such additional amount or amounts. Each Bank agrees certificate, the limitation set forth in this SECTION 2.11(d) shall not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderapply.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change a Change in Law (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (iirequirements pursuant to Section 2.11) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), Term SOFR Loans or Daily Simple SOFR Loans by an amount reasonably deemed by such Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company under any other provision of this Agreement; provided further, that such amount results from a change, guideline or request which took effect more than 90 days prior amounts shall be proportionate to the date of amounts that such demandBank charges other borrowers or account parties for such reductions suffered on loans in connection with substantially similar facilities as reasonably determined by such Bank acting in good faith. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank shall have determined that a Change in Law (including, without limitation, any Change in Law with respect to any Taxes, other than (i) Indemnified Taxes, (ii) Other Taxes, (iii) any taxes excluded from the adoption, after definition of Taxes by the date hereof, first sentence of Section 2.20(a) and (iv) any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Taxes described in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeSection 2.20(h) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of lawand Section 2.20(j)) of any such authority, central bank or comparable agency, has or would have the effect on or after the date hereof of reducing the rate of return on such Bank's ’s capital or liquidity or the capital or liquidity of any corporation controlling such 38 ​ Bank as a consequence of its obligations such Bank’s obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, Bank or such controlling corporation for such reduction; provided that such amounts shall be proportionate to the amounts that such Bank charges other borrowers or account parties for such reductions suffered on loans in light connection with substantially similar facilities as reasonably determined by such Bank acting in good faith; provided further that any such amount or amounts shall not be duplicative of such circumstances, any amounts to the extent such Bank reasonably determines such reduction to be allocable to otherwise paid by the existence Company under any other provision of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandthis Agreement. (c) Each Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank to compensation pursuant to this Section 2.12and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. (d) The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under Section 2.15(a) or 2.15(b) that are attributable to the correctness period (the “Excluded Period”) ending 90 days prior to the Company’s receipt of the certificate with respect to such demand required under Section 2.15(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 90 day period prior to the Company’s receipt of such additional amount or amounts. Each certificate, the limitation set forth in this Section 2.15(d) shall not apply. (e) If any Bank agrees not to request shall subsequently recoup any payment costs (other than from the Company) for which such Bank has theretofore been compensated by the Company under this Section 2.12 unless similar requests are then generally being made by 2.15, such Bank shall remit to the Company an amount equal to the amount of other borrowers similarly situated, such recoupment. (f) The obligations of the Company under this Section 2.15 shall survive the payment in full of the obligations hereunder and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderthe termination of this Agreement.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or If any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by any Bank such Lender (or its Applicable Lending Officeany lending office of such Lender) or one of such Lender's parent company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or on the capital of such Lender's parent company, if any, as a consequence of its making or maintaining any Loan or its incurring any obligations hereunder under this Agreement to a level below that which such Bank Lender or such Lender's parent company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's parent company with respect to capital adequacy) by an amount reasonably deemed by such Bank Lender to be material, then then, upon demand by such Lender, the Borrowers, jointly and severally, hereby ---- agree to pay to such Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light of Lender or such circumstances, to the extent such Bank reasonably determines Lender's parent company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirementsrequirements or, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, ) in or in the interpretation of any law or regulation (other than any law or regulation relating to Taxes or Other Taxes, the indemnification obligation for which shall be governed solely by Section 2.17, or any tax based on or measured by net income or otherwise in the nature of an income tax) or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued adopted on or after the date hereof, Restatement Date there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Advances or other Fixed Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Advances, by an amount reasonably deemed by such Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under Section 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower . It shall be obligated assumed, for the purpose of computing amounts to pay be paid by the Company to Citicorp pursuant to this Section 2.12(a), that the making, funding or maintaining by Citicorp of any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demandAdvance has been by Citibank. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank shall have determined that the adoption, after the date hereof, adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeOffice or any corporation controlling such Bank) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, which adoption, change, request or directive is effected, made or promulgated on or after the Restatement Date has or would have the effect on or after the date hereof of reducing the rate of return on such Bank's ’s capital or the capital of any corporation controlling such Bank as a consequence of its obligations such Bank’s obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under Section 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. (d) The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under Section 2.12(a) or 2.12(b) that are attributable to the correctness period (the “Excluded Period”) ending 120 days prior to the Company’s receipt of the certificate with respect to such demand required under Section 2.12(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company’s receipt of such additional amount or amounts. Each certificate, the limitation set forth in this Section 2.12(d) shall not apply. (e) If any Bank agrees not to request shall subsequently recoup any payment costs (other than from the Company) for which such Bank has theretofore been compensated by the Company under this Section 2.12 unless similar requests are then generally being made by 2.12, such Bank shall remit to the Company an amount equal to the amount of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereundersuch recoupment.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), If after the date hereof, in any Certificateholder or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central insurance company, bank or other governmental authority (whether financial institution providing liquidity, credit enhancement or not having the force of law) issued after the date hereofback-up purchase support or facilities to ISC, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, the Letter of Credit Banks (each a "Funding Source"), shall be charged any conversion fee, expense or increased cost on account of the adoption of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)applicable law, by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank rule or regulation (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of including any applicable law, rule or regulation regarding capital adequacy, ) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (a "Regulatory Change"): (i) which subjects any Funding Source to any charge or withholding on or with respect to this Agreement or any agreement or instrument executed by such Funding Source for the benefit of ISC (a "Funding Agreement") or a Funding Source's obligations under a Funding Agreement, has or would have on or with respect to the effect Certificate, or changes the basis of reducing taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source) or (ii) which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) which imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on such Banka Funding Source's capital as a consequence of its obligations hereunder under a Funding Agreement, or to reduce the amount of any sum received or receivable by a level below that which such Bank could have achieved but for such adoptionFunding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, change or compliance by an amount reasonably deemed by such Bank to be materialthen, then from time to time, within ten days after upon demand by such Bank (with a copy of such demand to the Administrative Agent), the Company Issuer shall pay to the Administrative Agent Agent, for the account benefit of the relevant Funding Source, such Bank amounts charged to such additional amount Funding Source or amounts as will compensate such Bank, in light of Funding Source for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company reduction. Payment of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation sum pursuant to this Section 2.12section (d) shall be made by the Issuer to the Agent, for the benefit of the relevant Funding Source, in accordance with the priority of payments set forth in the Investment Management Agreement, in immediately available funds by wire transfer pursuant to wire transfer instructions to be provided by the Agent, not later than ten (10) days after any such demand is made. A certificate of any Bank Funding Source, signed by an authorized officer claiming compensation under this Section (d) and setting forth the additional amount or amounts to be paid for its benefit and explaining the manner in which such amount was determined shall be conclusive evidence of the amount to it hereunder be paid, absent manifest error. Demand for payment of any amount pursuant to this Section (d) shall create be made within 30 days after the end of the applicable Settlement Period during which the same shall have been incurred by (or, in the case of a rebuttable presumption as to Funding Agreement other than this Agreement, 30 days after demand shall have been made under such Funding Agreement against) ISC; PROVIDED that, in the correctness case of any claim arising by reason of a requirement that a Funding Source's capital be increased, demand by such additional amount or amounts. Each Bank agrees not to request any payment Funding Source under this Section 2.12 unless similar requests are then generally (d) therefor shall not be made for any portion of any period prior to 45 days before the date of such demand. Exhibit E-1 FORM OF RULE 144A TRANSFEREE LETTER [Date] 312 Certificate Company 000 Xxxx Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxx, President Re: $500,000,000 Installment Face Amount Certificate ------------------------------------------------ Ladies and Gentlemen: This letter (the "Investor Letter") is delivered by the undersigned (the "Purchaser") pursuant to Section 14(a)(ii) of that certain Face Amount Certificate Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Face Amount Certificate Agreement"), among 312 Certificate Company, a Delaware corporation (the "Issuer"), International Securitization Corporation, a Delaware corporation ("ISC"), and The First National Bank of Chicago, as the "Agent" thereunder (in such capacity, the "Agent"). Capitalized terms used herein without definition shall have the meanings set forth in the Face Amount Certificate Agreement. The Purchaser, in connection with its proposed [insert nature of assignment/purchase of interest in the Certificate], hereby represents to, and agrees with, the Issuer as follows: (a) The Purchaser has received all relevant information as it shall have deemed necessary or desirable in order to make its investment decision. (b) The Purchaser, and all other persons or entities for whose account the Purchaser shall be acquiring an interest in the Certificate, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificate and is able to bear the economic risk of such investment. (c) The Purchaser understands that the offer and sale of interests in the Certificate have not been and will not be registered under the Securities Act, and has not and will not be registered or qualified under any applicable "Blue Sky" law, and that the offering and sale of such interests have has not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or other regulatory body. (d) The Purchaser is a "Qualified Institutional Buyer." The Purchaser is aware that the sale to it is being made by such Bank in reliance on Rule 144A. The Purchaser is acquiring its interest in the Certificate for its own account or for one or more other accounts (each of other borrowers similarly situatedwhich is a Qualified Institutional Buyer) as to each of which the Purchaser has sole investment discretion, and agrees that its interest in the Certificate may be resold, pledged or transferred only (i) in a transaction that complies with Rule 144A, to use a reasonable basis person or entity reasonably believed to be a Qualified Institutional Buyer that purchases for calculating amounts allocable its own account or for one or more other accounts of Qualified Institutional Buyers as to its Commitment hereundereach of which the Purchaser has sole investment discretion and to whom notice has been given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) to a sophisticated institutional investor that is an Accredited Investor pursuant to an applicable exemption from the registration requirements of the Securities Act and in each case in accordance with all applicable securities and "Blue-Sky" laws of the States of the United States of America.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change a Change in Law (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (iirequirements pursuant to Section 2.11) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Advances or XXXXX Daily Rate Advances (includingor to any Bank or Issuing Bank of participating in, without limitation, any conversion issuing or maintaining Letters of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Credit, by an amount reasonably deemed by such Bank or Issuing Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such ​ ​ ​ Bank or Issuing Bank, accompanied by the certificate required therefor under ‎Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank or Issuing Bank additional amounts sufficient to compensate such Bank or Issuing Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company or any Borrower under any other provision of this Agreement; provided further, that such amount results from a change, guideline or request which took effect more than 90 days prior amounts shall be proportionate to the date amounts that such Bank or Issuing Bank charges other borrowers or account parties for such reductions suffered on loans or letters of credit, as the case may be, in connection with substantially similar facilities as reasonably determined by such demandBank or Issuing Bank, as the case may be, acting in good faith. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank or Issuing Bank shall have determined that a Change in Law (including, without limitation, any Change in Law with respect to any Taxes, other than (i) Indemnified Taxes, (ii) Other Taxes, (iii) any taxes excluded from the adoption, after definition of Taxes by the date hereof, first sentence of ‎Section 2.20(a) and (iv) any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Taxes described in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office‎Section 2.20(h) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of lawand Section 2.20(j)) of any such authority, central bank or comparable agency, has or would have the effect on or after the date hereof of reducing the rate of return on such Bank's ’s or Issuing Bank’s capital or liquidity or the capital or liquidity of any corporation controlling such Bank or Issuing Bank as a consequence of its obligations such Bank’s or Issuing Bank’s obligation hereunder to a level below that which such Bank or Issuing Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank or Issuing Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under ‎Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank or such controlling corporation for such reduction; provided that such amounts shall be proportionate to the amounts that such Bank or Issuing Bank charges other borrowers or account parties for such reductions suffered on loans or letters of credit, as the case may be, in connection with substantially similar facilities as reasonably determined by such Bank or Issuing Bank, as the case may be, acting in light good faith; provided further that any such amount or amounts shall not be duplicative of such circumstances, any amounts to the extent such Bank reasonably determines such reduction to be allocable to otherwise paid by the existence Company or any Borrower under any other provision of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandthis Agreement. (c) Each Bank or Issuing Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank or Issuing Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank or Issuing Bank, be otherwise disadvantageous to such Bank or Issuing Bank. In determining such amount, such Bank or Issuing Bank may use any reasonable averaging and ​ ​ ​ attribution methods. A certificate of any Bank or Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. (d) The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under ‎Section 2.15(a) or ‎2.15(b) that are attributable to the correctness period (the “Excluded Period”) ending 90 days prior to the Company’s receipt of the certificate with respect to such demand required under ‎Section 2.15(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 90 day period prior to the Company’s receipt of such additional certificate, the limitation set forth in this ‎Section 2.15(d) shall not apply. (e) If any Bank or Issuing Bank shall subsequently recoup any costs (other than from the Company) for which such Bank or Issuing Bank has theretofore been compensated by the Company under this ‎Section 2.15, such Bank or Issuing Bank shall remit to the Company an amount or amounts. Each Bank agrees not equal to request any payment the amount of such recoupment. (f) The obligations of the Company under this Section 2.12 unless similar requests are then generally being made by such Bank 2.15 shall survive the payment in full of other borrowers similarly situated, the obligations hereunder and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderthe termination of this Agreement.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or If any change event shall occur (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Eurodollar Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost London interbank market or the position of any Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to any Bank of agreeing increase the costs which such Lender determines are attributable to make, making, funding its making or maintaining Eurocurrency the Loan at the Eurodollar Rate Advances (includingin excess of those costs already in effect as of July 1, without limitation1999, any conversion or its obligation to make available the Loan at the Eurodollar Rate or to reduce the amount of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed sum received or receivable by such Bank to be materialLender under the Note, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, Borrowers hereby agree to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts sufficient to as will compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (bii) Subject In addition to the limitation in any amounts payable pursuant to Section 2.03(a)(ii(i), if any Bank Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by any Bank such Lender (or its Applicable Lending Officeany lending office of such Lender) or such Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or on the capital of such Lender's holding company, if any, as a consequence of its making or maintaining the Loan or its incurring any obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.this

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, ) in or in the interpretation inter pretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof), there shall be any increase after the date hereof in the cost to any Bank or any Issuing Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any including the conversion of any Advance denominated in an Alternative Currency other than the Euro Euros into an Advance denominated in EuroEuros), by an amount reasonably deemed by such Bank or such Issuing Bank to be material, then the Borrower shall from time to time, within ten 15 days after demand by such Bank or such Issuing Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank or such Issuing Bank (as applicable) additional amounts sufficient to compensate such Bank or such Issuing Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to If, after the limitation in Section 2.03(a)(ii)date hereof, if any Bank or any Issuing Bank shall have determined that the adoption, after the date hereof, of compliance with any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeOffice or any corporation controlling such Bank) or such Issuing Bank with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's or such Issuing Bank's capital or the capital of any corporation controlling such Bank or such Issuing Bank as a consequence of its such Bank's or such Issuing Bank's obligations hereunder or in connection herewith to a level below that which such Bank or such Issuing Bank (or such corporation) could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank or such Issuing Bank to be material, then the Borrower shall, from time to time, within ten 15 days after demand by such Bank or such Issuing Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank or such Issuing Bank (as applicable) such additional amount or amounts as will compensate such Bank, in light of Bank or such circumstances, to the extent Issuing Bank or such Bank reasonably determines controlling corporation for such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank and each Issuing Bank will promptly notify the Administrative Agent Borrower and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank or such Issuing Bank to compensation pursuant to this Section 2.12and, in the case of a Bank, will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank or any Issuing Bank claiming compensation under this Section and setting shall set forth the additional amount or amounts to be paid to it hereunder in reasonable detail, including the basis for the calculation thereof and shall create a rebuttable presumption as to be conclusive in the correctness absence of manifest error. In determining such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by amount, such Bank of other borrowers similarly situated, or such Issuing Bank may use any reasonable averaging and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderattribution methods.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Quoted Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost interbank eurodollar market or the position of any Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to increase the costs which such Lender determines are attributable to its making or maintaining any Eurodollar Loan, or its obligation to make available any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender under this Agreement or either of such Lender's Notes with respect to any Bank of agreeing to makeEurodollar Loan, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, Borrower hereby agrees to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts sufficient to as will compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (b) Subject In addition to the limitation in any amounts payable Pursuant to Section 2.03(a)(ii)3.7(a) above, if any Bank Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by any Bank such Lender (or its Applicable Lending Officeany lending office of such Lender) or such Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or on the capital of such Lender's holding company, if any, as a consequence of its making or maintaining any Loan or its incurring any obligations hereunder under this Agreement to a level below that which such Bank Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Bank Lender to be material, then then, upon demand by such Lender, the Borrower hereby agrees to pay to such Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such BankLender or such Lender's holding company for any such reduction suffered. (c) If any Lender shall seek payment of any amounts from Borrower pursuant to paragraph's (a) or (b) of this Section 3.7, such Lender shall notify promptly the Borrower of any event occurring after the Effective Date entitling such Lender to compensation thereunder, but in light any event within 180 days after such Lender receives actual knowledge thereof; provided, that if such Lender fails to give such notice within 180 days after it receives actual knowledge of such circumstancesan event, such Lender shall, with respect to compensation payable pursuant to this Section 3.7 in respect of any costs resulting from such event, be entitled to payment under this Section 3.7 only for costs incurred from and after the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 date 180 days prior to the date of that such demandLender gives such notice. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirementsrequirements or, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, ) in or in the interpretation of any law or regulation (other than any law or regulation relating to Taxes or Other Taxes, the indemnification obligation for which shall be governed solely by Section 2.17, or any tax based on or measured by net income or otherwise in the nature of an income tax) or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued adopted on or after the date hereof, Restatement Date there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Advances or other Fixed Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Advances, by an amount reasonably deemed by such Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under Section 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank shall have determined that the adoption, after the date hereof, adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeOffice or any corporation controlling such Bank) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, which adoption, change, request or directive is effected, made or promulgated on or after the Restatement Date has or would have the effect on or after the date hereof of reducing the rate of return on such Bank's ’s capital or the capital of any corporation controlling such Bank as a consequence of its obligations such Bank’s obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under Section 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. (d) The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under Section 2.12(a) or 2.12(b) that are attributable to the correctness period (the “Excluded Period”) ending 120 days prior to the Company’s receipt of the certificate with respect to such demand required under Section 2.12(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company’s receipt of such additional amount or amounts. Each certificate, the limitation set forth in this Section 2.12(d) shall not apply. (e) If any Bank agrees not to request shall subsequently recoup any payment costs (other than from the Company) for which such Bank has theretofore been compensated by the Company under this Section 2.12 unless similar requests are then generally being made by 2.12, such Bank shall remit to the Company an amount equal to the amount of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereundersuch recoupment.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Eurodollar Rate Advances, included in the Eurocurrency Eurodollar Rate Reserve Percentage), after the date hereof, ) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof), there shall be any increase after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Eurodollar Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank in good faith to be material, then the Borrower shall from time to time, within ten 15 days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to If, after the limitation in Section 2.03(a)(ii)date hereof, if any Bank shall have determined that the adoption, after the date hereof, of compliance with any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeOffice or any corporation controlling such Bank) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or the capital of any corporation controlling such Bank as a consequence of its such Bank's obligations hereunder or in connection herewith to a level below that which such Bank (or such corporation) could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank in good faith to be material, then the Borrower shall, from time to time, within ten 15 days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will promptly notify the Administrative Agent Borrower and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank to compensation pursuant to this Section 2.12and, in the case of a Bank, will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting shall set forth the additional amount or amounts to be paid to it hereunder in reasonable detail, including the basis for the calculation thereof and shall create a rebuttable presumption as to be conclusive in the correctness absence of manifest error. In determining such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by amount, such Bank of other borrowers similarly situated, may use any reasonable averaging and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderattribution methods.

Increased Costs and Reduced Return. (a) Subject to If after August 15, 2014, any Funding Source shall be charged any fee, expense or increased cost on account of the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), adoption after the date hereof, in or in the interpretation hereof of any law applicable law, rule or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of including any applicable law, rule or regulation regarding capital adequacyadequacy and any accounting principles) or any change after the date hereof in any applicable law, rule or regulation, or any change therein, or any change after the date hereof in the interpretation or administration thereof of any applicable law, rule or regulation by the Financial Accounting Standards Board or any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (a “Regulatory Change”): (a) that subjects any Funding Source to any Taxes — other than Indemnified Taxes (which are governed by Section 8.5(a)) and Excluded Taxes (which are governed by Section 8.5(b)) — on its Investments, has loans, loan principal, commitments or would have other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (b) that imposes, modifies or deems applicable any reserve, assessment, insurance or other insurance-related charge, special deposit or similar requirement against assets of, deposits with or for the effect account of reducing a Funding Source, or credit extended or any commitments to extend credit by a Funding Source pursuant to this Agreement or a Program Support Agreement, or (c) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under this Agreement or a Program Support Agreement, or to reduce the rate of return on such Bank's a Funding Source’s capital as a consequence of its obligations hereunder under this Agreement or a Program Support Agreement, or to reduce the amount of any sum received or receivable by a level below that which such Bank could have achieved but for such adoptionFunding Source under this Agreement or a Program Support Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, change or compliance by an amount reasonably deemed by such Bank to be materialthen, then from time to time, within ten days after upon demand by such Bank (with a copy of such demand to the Administrative Agent)related Funding Source or, if applicable, itsthe Funding Group’s Administrator, the Company Seller shall pay to the Administrative Agent such Funding Source or such Administrator, for the account benefit of the relevant Funding Source, such Bank amounts charged to such additional amount Funding Source or such amounts as will to otherwise compensate such Bank, in light of Funding Source for such circumstances, to the extent increased cost or such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitmentreduction; provided that no Borrower shall be obligated to pay any such amount notwithstanding anything herein to the extent such amount results from an adoptioncontrary, change(x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act adopted on July 21, request 2010 and all requests, rules, guidelines or directive which took effect directives thereunder and (y) all requests, rules, guidelines or was issued more than 90 days prior directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued. For the avoidance of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledgedoubt, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation payments under this Section and setting forth the additional amount or amounts 8.3 in respect of increased taxes shall be without duplication of any Taxes payable pursuant to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder8.5.

Increased Costs and Reduced Return. (a) Subject to the limitation If any Change in Section 2.03(a)(ii), if, due to either Law: (i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its SOFR Loans, its Notes, or its participation in any thereof or its obligation to make SOFR Loans, or to participate therein, or shall change the introduction basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its SOFR Loans, or participations therein or any change other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, any participation therein or its obligation to make SOFR Loans or acquire participations therein (other than any change by way of imposition or increase of reserve requirements, except for changes in the case rate of Eurocurrency Rate Advances, included tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in the Eurocurrency Rate Reserve Percentagewhich such Xxxxxx’s principal executive office or Lending Office is located), after the date hereof, in or in the interpretation of any law or regulation or ; or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the compliance with FRB) or shall impose on any guideline Lender (or request from its Lending Office) or on the interbank market any central bank other condition affecting its SOFR Loans, its Notes, or other governmental authority (whether its participation in any thereof or not having its obligation to make SOFR Loans, or to participate therein; and the force result of law) issued after any of the date hereof, there shall be any foregoing is to increase in the cost to any Bank such Lender (or its Lending Office) of agreeing to make, making, funding making or maintaining Eurocurrency Rate Advances (includingany SOFR Loan, without limitationor participating therein, any conversion or to reduce the amount of any Advance denominated in an Alternative Currency sum received or receivable by such Lender (or its Lending Office) under this Agreement or under any other than the Euro into an Advance denominated in Euro)Loan Document with respect thereto, by an amount reasonably deemed by such Bank Lender to be material, then from time to timethen, within ten 15 days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no ​ ​ Borrower shall be obligated to pay any to such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts as will compensate such Bank, in light of Lender for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request increased cost or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Eurodollar Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost London interbank market or the position of any Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to any Bank of agreeing increase the costs which such Lender determines are attributable to make, making, funding its making or maintaining Eurocurrency the Loan at the Eurodollar Rate, or its obligation to make available the Loan at the Eurodollar Rate Advances (including, without limitation, any conversion or to reduce the amount of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed sum received or receivable by such Bank to be materialLender under the Note, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, the Borrowers hereby agree to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts sufficient to as will compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (b) Subject In addition to the limitation in any amounts payable pursuant to Section 2.03(a)(ii), 2.4.2 if any Bank Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by any Bank such Lender (or its Applicable Lending Officeany lending office of such Lender) or such Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or on the capital of such Lender's holding company, if any, as a consequence of its making or maintaining the Loan or its incurring any obligations hereunder under this Agreement to a level below that which such Bank Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Bank Lender to be material, then then, upon demand by such Lender, the Borrowers hereby agree to pay to such Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light of Lender or such circumstances, to the extent such Bank reasonably determines Lender's holding company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company If any Lender shall seek payment of any event of which it has knowledge, occurring after amounts from the date hereof, which would entitle such Bank to compensation Borrowers pursuant to this Section 2.12or under Section 2.4.2, it shall notify the Borrowers and the Agent of the amount payable by the Borrowers to such Lender hereunder. A certificate of any Bank claiming compensation such Lender seeking payment setting forth in reasonable detail the factual basis for and the computation of the amount specified, shall be conclusive and binding on all parties for all purposes, absent manifest error, as to the amounts owned. The Borrowers' obligations under this Section shall survive the termination of this Agreement and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to repayment of the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderObligations.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Quoted Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost interbank eurodollar market or the position of any Lender in such market or otherwise) and the result of any such event is, in any Lender's reasonable judgment, to increase the costs which such Lender determines are attributable to its making or maintaining any Eurodollar Loan, or its obligation to make available any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender under this Agreement or the Note with respect to any Bank of agreeing to makeEurodollar Loan, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, the Borrower hereby agrees to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts sufficient to as will compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (b) Subject In addition to the limitation in any amounts payable pursuant to Section 2.03(a)(ii)3.9(a) above, if the LC Issuer or any Bank Lender shall have determined that the adoption, adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by the LC Issuer or any Bank Lender (or its Applicable Lending Officeany lending office of any Lender) or the LC Issuer's or such Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the LC Issuer's or such BankLender's capital or on the capital of the LC Issuer's or such Lender's holding company, if any, as a consequence of its making or maintaining any Loan, its incurring any Letter of Credit Obligations, or its incurring any obligations hereunder under this Agreement to a level below that which the LC Issuer or such Bank Lender or the LC Issuer's or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration the LC Issuer's or such Lender's policies and the policies of the LC Issuer's or such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by the LC Issuer or such Bank Lender to be material, then then, upon demand by the LC Issuer or such Lender, the Borrower hereby agrees to pay to the LC Issuer or such Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate the LC Issuer or such Bank, in light of Lender or the LC Issuer's or such circumstances, to the extent such Bank reasonably determines Lender's holding company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change a Change in Law (other than any change by way of imposition or increase of reserve requirementsrequirements or, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Rate Advances (includingor to any Bank or Issuing Bank of participating in, without limitation, any conversion issuing or maintaining Letters of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Credit, by an amount reasonably deemed by such Bank or Issuing Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank or Issuing Bank additional amounts sufficient to compensate such Bank or Issuing Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank or Issuing Bank shall have determined that the adoptiona Change in Law (including, after the date hereofwithout limitation, of any applicable lawChange in Law with respect to any Taxes, rule or regulation regarding capital adequacyother than Indemnified Taxes, or any change thereinOther Taxes, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, amounts excluded from the definition of Taxes by the first sentence of Section 2.20(a) and any Taxes described in Section 2.20(h) and Section 2.20(k)) has or would have the effect on or after the date hereof of reducing the rate of return on such Bank's ’s or Issuing Bank’s capital or the capital of any corporation controlling such Bank or Issuing Bank as a consequence of its obligations such Bank’s or Issuing Bank’s obligation hereunder to a level below that which such Bank or Issuing Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank or Issuing Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank, in light of Bank or Issuing Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank or Issuing Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank or Issuing Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank or Issuing Bank, be otherwise disadvantageous to such Bank or Issuing Bank. In determining such amount, such Bank or Issuing Bank may use any reasonable averaging and attribution methods. A certificate of any Bank or Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. (d) The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under Section 2.15(a) or 2.15(b) that are attributable to the correctness period (the “Excluded Period”) ending 120 days prior to the Company’s receipt of the certificate with respect to such demand required under Section 2.15(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company’s receipt of such additional amount certificate, the limitation set forth in this Section 2.15(d) shall not apply. (e) If any Bank or amounts. Each Issuing Bank agrees not to request shall subsequently recoup any payment costs (other than from the Company) for which such Bank or Issuing Bank has theretofore been compensated by the Company under this Section 2.12 unless similar requests are then generally being made by 2.15, such Bank or Issuing Bank shall remit to the Company an amount equal to the amount of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereundersuch recoupment.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Eurodollar Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost London interbank market or the position of any Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to any Bank of agreeing increase the costs which such Lender determines are attributable to make, making, funding its making or maintaining Eurocurrency the Loan at the Eurodollar Rate, or its obligation to make available the Loan at the Eurodollar Rate Advances (including, without limitation, any conversion or to reduce the amount of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed sum received or receivable by such Bank to be materialLender under the Note, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, the Borrowers hereby agree to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts as will compensate such Bank, in light of Lender for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request increased cost or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (cb) Each Bank will promptly notify In addition to any amounts payable pursuant to Section 2.4.2 if any Lender shall have determined that the Administrative Agent and the Company applicability of any event law, rule, regulation or guideline adopted pursuant to or arising out of which it has knowledge, occurring the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate hereof of any Bank claiming compensation under this Section and setting forth other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the additional amount foregoing or amounts to be paid to it hereunder shall create a rebuttable presumption as to in the correctness enforcement or interpretation or administration of such additional amount any of the foregoing by any court or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of central bank or other borrowers similarly situatedGovernmental Authority, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.charged with the enforcement or interpretation or

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii)If, if, due to either (i) the introduction of on or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, the adoption of or any change in any Applicable Law or in the interpretation of or application thereof applicable to any law Protected Party, or regulation or (ii) the compliance by any Protected Party with any guideline request or request from any central bank or other governmental authority directive (whether or not having the force of law) issued after from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date hereofon which such Protected Party becomes a Protected Party): (i) shall subject such Protected Party to any tax of any kind whatsoever with respect to any Loans made by it or its Note or its obligation to make Loans, there or change the basis of taxation of payments to such Protected Party in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 and (B) changes in taxes measured by or imposed upon the net income or franchise tax (imposed in lieu of such net income tax), of such Protected Party or any Affiliate thereof)); (ii) shall be 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 other acquisition of funds by, any office of such Protected Party which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Protected Party any other condition; and the result of any of the foregoing is to increase in the cost to any Bank such Protected Party of agreeing to make, making, funding converting into, continuing or maintaining Eurocurrency Rate Advances any Loans or to reduce any amount receivable hereunder in respect thereof (including, without limitation, any conversion of any Advance denominated in such increased cost or reduction hereinafter referred to as an Alternative Currency other than the Euro into an Advance denominated in Euro“Increased Cost”), by an amount reasonably deemed by then, in any such Bank to be materialcase, then from time to time, within ten days after demand by such Bank (with a copy of such demand upon notice to the Administrative Borrower from such Protected Party, through the Agent), such Borrower shall pay to in accordance herewith, the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay such Protected Party, in accordance with Section 2.07(c), any additional amounts necessary to compensate such Protected Party on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount to the extent indemnified) for such increased cost or reduced amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demandreceivable. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank Protected Party shall have determined that the adoption, after adoption or the date hereof, of any applicable law, rule or regulation regarding capital adequacybecoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any Applicable Law, regarding capital adequacy, or compliance by any Bank (such Protected Party, or its Applicable Lending Office) parent corporation, with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's Protected Party’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Protected Party, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance by an amount reasonably deemed by (taking into consideration such Bank Protected Party’s (or parent corporation’s) policies with respect to be materialcapital adequacy), then then, upon notice from time to time, within ten days after demand by such Bank (with a copy of such demand Protected Party to the Administrative AgentBorrower, the Borrower shall be obligated to pay to such Protected Party in accordance with Section 2.07(c), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, Protected Party on an after-tax basis (after taking into account applicable deductions and credits in light respect of the amount indemnified) for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay reduction. Each determination by any such amount to Protected Party of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandparties hereto. (c) Each Bank will promptly notify A certificate of each Protected Party setting forth such amount or amounts as shall be necessary to compensate such Protected Party or its holding company as specified in subsection (a) or (b) above, as the Administrative Agent case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Protected Party the Company 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 event of which it has knowledgecircumstance that will, occurring after the date hereofin its sole judgment, which would entitle such Bank to result in a request for increased compensation pursuant to this Section 2.12Section, such Protected Party shall notify the Borrower thereof. A certificate Failure on the part of any Bank claiming Protected Party so to notify the Borrower or to demand compensation under for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Protected Party’s right to demand compensation with respect to such period or any other period. The protection of this Section and setting forth shall be available to each Protected Party regardless of any possible contention of the additional amount invalidity or amounts to be paid to it hereunder inapplicability of the law, rule, regulation, guideline or other change or condition which shall create a rebuttable presumption as to the correctness of such additional amount have occurred or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderbeen imposed.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If on or after (ix) the introduction of or any change (other than any change by way of imposition or increase of reserve requirementsdate hereof, in the case of Eurocurrency Rate Advances, included any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in the Eurocurrency Rate Reserve Percentage), after any Letter of Credit or (y) the date hereofof any related Competitive Bid, the adoption of or any change in any applicable Law or in the interpretation of or application thereof applicable to any law Lender (or regulation its Applicable Lending Office), or compliance by any Lender (iior its Applicable Lending Office) the compliance with any guideline request or request from any central bank or other governmental authority directive (whether or not having the force of lawLaw) issued after from any central bank or other Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans or to participate in Letters of Credit, or change the date hereofbasis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by SECTION 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under SECTION 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, there or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); (ii) shall be 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 other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase in the cost to any Bank such Lender (or its Applicable Lending Office) of agreeing to make, making, funding converting into, continuing or maintaining Eurocurrency any Fixed Rate Advances (includingLoans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, without limitationthen, in any conversion of any Advance denominated in an Alternative Currency other than such case, upon notice to the Euro into an Advance denominated in Euro)Borrower from such Lender, by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to through the Administrative Agent), such Borrower shall pay to in accordance herewith, the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount to the extent indemnified) for such increased cost or reduced amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demandreceivable. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank Lender shall have determined that the adoption, after adoption or the date hereof, of any applicable law, rule or regulation regarding capital adequacybecoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable Law, regarding capital adequacy, or compliance by any Bank (such Lender, or its Applicable Lending Office) parent corporation, with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance by an amount reasonably deemed by (taking into consideration such Bank Lender's (or parent corporation's) policies with respect to be materialcapital adequacy), then then, upon notice from time to time, within ten days after demand by such Bank (with a copy of such demand Lender to the Administrative Agent)Borrower, the Company Borrower shall be obligated to pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts as will compensate such BankLender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this SECTION 3.04 shall, in light of such circumstancesabsent manifest error, to be conclusive and binding on the extent such Bank reasonably determines such reduction to be allocable to parties hereto; PROVIDED, that the existence of such Bank's Commitment; provided that no Borrower shall not be obligated required to pay compensate any such amount Lender pursuant to the extent such amount results from an adoption, change, request SUBSECTION (a) above or directive which took effect this SUBSECTION (b) for any additional costs or was issued reductions suffered more than 90 180 days prior to the date such Lender notifies the Borrower of the circumstances giving rise to such additional costs or reductions and of such demandLender's intentions to claim compensation therefor, and PROVIDED FURTHER that, if the change in Law or in the interpretation or administration thereof giving rise to such additional costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Each Bank will promptly notify A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in SUBSECTION (a) or (b) above, as the Administrative Agent case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Company Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any event of which it has knowledgecircumstance that will, occurring after the date hereofin its sole judgment, which would entitle such Bank to result in a request for increased compensation pursuant to this Section 2.12SECTION 3.04, such Lender shall notify the Borrower thereof. A certificate Failure on the part of any Bank claiming Lender so to notify the Borrower or to demand compensation under this Section and setting forth the additional amount for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to be paid to it hereunder any period shall create not constitute a rebuttable presumption as to the correctness waiver of such additional amount Lender's right to demand compensation with respect to such period or amountsany other period. Each Bank agrees not The protection of this SECTION 3.04 shall be available to request each Lender regardless of any payment under this Section 2.12 unless similar requests are then generally being made by such Bank possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderchange or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change a Change in Law (other than any change by way of imposition or increase of reserve requirementsrequirements or, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Eurocurrency Rate Advances (includingor to any Bank or Issuing Bank of participating in, without limitation, any conversion issuing or maintaining Letters of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Credit, by an amount reasonably deemed by such Bank or Issuing Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under ‎Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank or Issuing Bank additional amounts sufficient to compensate such Bank or Issuing Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank or Issuing Bank shall have determined that a Change in Law (including, without limitation, any Change in Law with respect to any Taxes, other than Indemnified Taxes, Other Taxes, net income Taxes or withholding Taxes excluded from the adoption, after definition of Taxes by the date hereof, first sentence of ‎Section 2.20(a) and any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Taxes described in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeSection 2.20(h) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of lawand Section 2.20(j)) of any such authority, central bank or comparable agency, has or would have the effect on or after the date hereof of reducing the rate of return on such Bank's ’s or Issuing Bank’s capital or liquidity or the capital or liquidity of any corporation controlling such Bank or Issuing Bank as a consequence of its obligations such Bank’s or Issuing Bank’s obligation hereunder to a level below that which such Bank or Issuing Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank or Issuing Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under ‎Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank, in light of Bank or Issuing Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitmentreduction; provided that no Borrower such amounts shall be obligated to pay any such amount proportionate to the extent amounts that such amount results from an adoptionBank or Issuing Bank charges other borrowers or account parties for such reductions suffered on loans or letters of credit, changeas the case may be, request in connection with substantially similar facilities as reasonably determined by such Bank or directive which took effect or was issued more than 90 days prior to Issuing Bank, as the date of such demandcase may be, acting in good faith. (c) Each Bank or Issuing Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank or Issuing Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank or Issuing Bank, be otherwise disadvantageous to such Bank or Issuing Bank. In determining such amount, such Bank or Issuing Bank may use any reasonable averaging and attribution methods. A certificate of any Bank or Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. (d) The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under ‎Section 2.15(a) or ‎2.15(b) that are attributable to the correctness period (the “Excluded Period”) ending 120 days prior to the Company’s receipt of the certificate with respect to such demand required under ‎Section 2.15(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company’s receipt of such additional certificate, the limitation set forth in this ‎Section 2.15(d) shall not apply. (e) If any Bank or Issuing Bank shall subsequently recoup any costs (other than from the Company) for which such Bank or Issuing Bank has theretofore been compensated by the Company under this ‎Section 2.15, such Bank or Issuing Bank shall remit to the Company an amount or amounts. Each Bank agrees not equal to request any payment the amount of such recoupment. (f) The obligations of the Company under this Section 2.12 unless similar requests are then generally being made by such Bank 2.15 shall survive the payment in full of other borrowers similarly situated, the obligations hereunder and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderthe termination of this Agreement.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Adjusted CD Rate Advances, included in the Adjusted CD Rate Reserve Percentage or the Assessment Rate, or, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, ) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued adopted after the date hereofRestatement Date, or reasonably determined by a Bank only after the Restatement Date to be applicable to it or to its Eurocurrency Advances, Adjusted CD Rate Advances, or other Fixed Rate Advances, there shall be any increase after the date hereof in the cost to any Bank of agreeing to make, make or making, funding or maintaining Adjusted CD Rate Advances, Eurocurrency Advances, or other Fixed Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro)Advances, by an amount reasonably deemed by such Bank to be material, then the Company shall from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under SECTION 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower . It shall be obligated assumed, for the purpose of computing amounts to pay be paid by the Company to Citicorp pursuant to this SECTION 2.12(a), that the making, funding or maintaining by Citicorp of any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demandAdvance has been by Citibank. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank shall have determined that the adoption, after the date hereof, adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending OfficeOffice or any corporation controlling such Bank) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, which adoption, change, request or directive is effected, made or promulgated after the Restatement Date, or if effective, made or promulgated prior to such date, is reasonably determined by a Bank only after the Restatement Date to be applicable to it or its obligations hereunder, has or would have the effect after the date hereof of reducing the rate of return on such Bank's capital or the capital of any corporation controlling such Bank as a consequence of its obligations such Bank's obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank Bank, accompanied by the certificate required therefor under SECTION 2.12(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under SECTION 2.12(a) or 2.12(b) that are attributable to the correctness period (the "EXCLUDED PERIOD") ending 120 days prior to the Company's receipt of the certificate with respect to such demand required under SECTION 2.12(c); PROVIDED, HOWEVER, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company's receipt of such additional amount or amounts. Each Bank agrees certificate, the limitation set forth in this SECTION 2.11(d) shall not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderapply.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or If any change event shall occur (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Eurodollar Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost London interbank market or the position of any Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to any Bank of agreeing increase the costs which such Lender determines are attributable to make, making, funding its making or maintaining Eurocurrency the Loan at the Eurodollar Rate Advances (includingin excess of those costs already in effect as of July 1, without limitation1999, any conversion or its obligation to make available the Loan at the Eurodollar Rate or to reduce the amount of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed sum received or receivable by such Bank to be materialLender under the Note, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, Borrowers hereby agree to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts sufficient to as will compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (bii) Subject In addition to the limitation in any amounts payable pursuant to Section 2.03(a)(ii(i), if any Bank Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by any Bank such Lender (or its Applicable Lending Officeany lending office of such Lender) or such Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or on the capital of such Lender's holding company, if any, as a consequence of its making or maintaining the Loan or its incurring any obligations hereunder under this Agreement to a level below that which such Bank Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Bank Lender to be material, then then, upon demand by such Lender, the Borrowers hereby agree to pay to such Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light of Lender or such circumstances, to the extent such Bank reasonably determines Lender's holding company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to If the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule adoption or regulation regarding capital adequacyimplementation of, or any change thereinin, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in the interpretation or administration thereof by by, any governmental authoritycourt, central bank or comparable agency other administrative or governmental authority, or the compliance by any Bank or any lending office of any Bank 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 Bank or any lending office of any Bank (in each case, whether or not having the force of law), shall (i) change the basis of taxation of payments to any Bank or any lending office of any Bank of any amounts payable hereunder (except for taxes on the overall income of any Bank or any lending office of any Bank), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, any Bank or any lending office of any Bank, or (iii) impose on any Bank or any lending office of any Bank any other condition regarding this Loan Agreement, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Bank or any lending office of any Bank of making any Loan, maintaining its Commitment to make any Loan or participating in any Letter of Credit, or to reduce any amount received or receivable by any Bank hereunder, then, upon demand by such Bank, the Borrower shall pay to such Bank such additional amounts as will compensate such Bank for such increased costs or reductions in amount, together with interest on such additional amounts calculated from the date such costs or reductions are incurred. (b) If any Bank shall have determined that any Capital Guideline or 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 Bank (or its Applicable Lending Office) any lending office of such Bank with any Capital Guideline or with any request or directive issued after of any such governmental authority with respect to any Capital Guideline, or the date hereof regarding capital adequacy implementation of, or any change in, any applicable accounting principles (in 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 any Bank or any lending office of such Bank, and such Bank determines that the amount of such capital is increased as a direct or indirect consequence of any Loans or Letters of Credit made or maintained or any Commitment to make Revolving Loans or to participate in Letters of Credit, or such authorityBank's or such lending office's other obligations hereunder, central bank or comparable agency, (ii) has or would have the effect of reducing the rate of return on such Bank's or such lending office's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoptioncircumstances as a consequence of any Loans made or maintained, change or compliance by an amount reasonably deemed the Commitment to make Revolving Loans, such Bank's or such lending office's other obligations hereunder (in each case, taking into consideration the Bank's or such lending office's policies with respect to capital adequacy), then, upon demand by such Bank, the Borrower shall pay to such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light Bank for such cost of maintaining such circumstances, to the extent such Bank reasonably determines increased capital or such reduction to be allocable to in the existence rate of return on the such Bank's Commitmentor such lending office's capital. (c) Upon determining in good faith than any additional amounts will be payable pursuant to this Section, any Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section; provided that no provided, however, the Borrower shall not be obligated to pay any of such amounts to any such Bank until it receives the applicable notice from such Bank. Determination by any Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period. (d) The Borrower will reimburse each Letter of Credit Bank on demand for all charges and expenses made or incurred by such Letter of Credit Bank in connection with each Letter of Credit issued by such Letter of Credit Bank including any increased expense to such Letter of Credit Bank resulting from the application of any tax (other than income tax), reserve requirement or deposit insurance premiums; the amount of such charges and expenses to be determined by such Letter of Credit Bank in good faith. (e) All amounts payable under this Section 3.5 shall bear interest from the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to date that is three Business Days after the date of such demand. (c) Each demand by any Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle until payment in full to such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create at a rebuttable presumption as per annum rate equal to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderPrime Rate plus 2%.

Increased Costs and Reduced Return. (a) Subject to the limitation If any Change in Section 2.03(a)(ii), if, due to either Law: (i) the introduction of subjects any Lender (or its Applicable Lending Office) to any change Tax (other than any change by way (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of imposition the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, Commitments, or increase of reserve requirementsother obligations under the Credit Documents, in the case of Eurocurrency Rate Advancesor its deposits, included in the Eurocurrency Rate Reserve Percentage)reserves, after the date hereof, in other liabilities or in the interpretation of any law or regulation or capital attributable thereto; or (ii) the compliance with imposes, modifies or deems applicable any guideline reserve, special deposit, compulsory loan, insurance charge or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances similar requirement (including, without limitation, any conversion such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding for any Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or imposes on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense (other than Taxes) affecting its Loans, or its participation in any thereof, or its obligation to advance or maintain Loans; and the result of any Advance denominated of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of advancing, continuing, converting, or maintaining any Loan, or maintaining its obligation to make any such Loan, or issuing or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) in an Alternative Currency connection therewith under this Agreement or any other than the Euro into an Advance denominated in EuroCredit Document, then, subject to Section 8.3(d), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten (10) days after demand by receipt of a certificate from such Bank Lender (with a copy of such demand to the Administrative Agent)) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any to such Lender such additional amount to the extent or amounts as will compensate such amount results from a change, guideline Lender for such increased costs or request which took effect more than 90 days prior to the date of such demandreductions suffered. (b) Subject to If the limitation in Section 2.03(a)(ii), if Administrative Agent or any Bank Lender shall have determined that any Change in Law affecting the adoptionAdministrative Agent or such Lender, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request , regarding liquidity or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyadequacy, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital, or on the capital of any Person controlling such Lender, as a consequence of its obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoptionChange in Law (taking into consideration such Lender’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, change or compliance by an amount reasonably deemed by such Bank subject to be materialSection 8.3(d), then from time to time, within ten (10) days after demand by its receipt of a certificate from such Bank Lender (with a copy of such demand to the Administrative Agent)) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Company Borrower shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts as will compensate such Bank, in light of Lender for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreductions suffered. (c) Each Bank will promptly notify If the cost to any Lender of making or maintaining any Loan to, the Borrower is increased (or the amount of any sum received or receivable by any Lender (or its Applicable Lending Office) is reduced) by an amount deemed by such Lender to be material, by reason of the fact that the Borrower is incorporated in, or conducts business in, a jurisdiction other than the United States of America, the Cayman Islands, or other Specified Jurisdictions, the Borrower shall, subject to Section 8.3(d), indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12Agent). A certificate of any Bank such Lender claiming compensation under this Section 8.3(c) and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall create a rebuttable presumption as be conclusive in the absence of manifest error. Notwithstanding the foregoing, no Lender shall be entitled to compensation under this Section 8.3(c) to the correctness extent the increased costs for which such Lender is claiming compensation have been or are being incurred at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor was entitled immediately prior to the assignment to such Lender to receive compensation with respect to such increased costs pursuant to this Section 8.3(c). The foregoing provisions shall not apply to Taxes on payments by any Loan Party hereunder, which shall be governed solely by Section 3.3. (d) The Administrative Agent and each Lender that determines to seek compensation or additional interest under this Section 8.3 shall give written notice to the Borrower and, in the case of a Lender other than the Administrative Agent, the Administrative Agent, of the circumstances that entitle the Administrative Agent or such Lender to such compensation no later than one hundred eighty (180) days after the Administrative Agent or such Lender receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the 180th day preceding such written demand, except if the law, rule, order or interpretation giving rise to such request for compensation has retroactive effect, such one hundred eighty (180) day period shall be extended to include such retroactive period. The Administrative Agent and each Lender shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Applicable Lending Office, if such action or designation will not, in the sole judgment of the Administrative Agent or such Lender made in good faith, be otherwise disadvantageous to it; provided that (i) the foregoing shall not in any way affect the rights of any Lender or the obligations of the Borrower under this Section 8.3, (ii) no Lender shall be obligated to make its Eurocurrency Loans hereunder at any office located in the United States of America, and (iii) the Borrower shall pay the Lender’s reasonable costs and expenses incurred in connection with any such designation of a different Applicable Lending Office. A certificate of the Administrative Agent or any Lender, as applicable, claiming compensation or additional interest under this Section 8.3, and setting forth the additional amount or amountsamounts to be paid to it hereunder and accompanied by a statement prepared by the Administrative Agent or such Lender, as applicable, describing in reasonable detail the calculations thereof, shall be conclusive absent manifest error. Each Bank agrees not to request In determining such amount, such Lender may use any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, reasonable averaging and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderattribution methods.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), ifIf, due to either (i) the introduction of or any change a Change in Law (other than any change by way of imposition or increase of reserve requirementsrequirements or, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to makemake or making, funding or maintaining Eurocurrency Advances or to any Bank or Issuing Bank of participating in, issuing or maintaining Letters of Credit, by an amount deemed by such Bank or Issuing Bank to be material or result in the failure of the Mandatory Cost, as calculated hereunder to represent the cost to any Bank of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be materialAdvances, then the Company shall from time to time, within ten 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank or Issuing Bank additional amounts sufficient to compensate such Bank or Issuing Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if If any Bank or Issuing Bank shall have determined that the adoptiona Change in Law (including, after the date hereofwithout limitation, of any applicable lawChange in Law with respect to any taxes, rule or regulation regarding capital adequacylevies, or any change thereinimposts, or any change in the interpretation or administration thereof by any governmental authoritydeductions, central bank or comparable agency charged charges, withholdings and all liabilities with the interpretation or administration thereofrespect thereto, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of other than Taxes, Other Taxes, and any such authority, central bank or comparable agency, amounts excluded from the definition of Taxes by the first sentence of Section 2.20(a)) has or would have the effect on or after the date hereof of reducing the rate of return on such Bank's ’s or Issuing Bank’s capital or the capital of any corporation controlling such Bank or Issuing Bank as a consequence of its obligations such Bank’s or Issuing Bank’s obligation hereunder to a level below that which such Bank or Issuing Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank or Issuing Bank to be material, then the Company shall, from time to time, within ten 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank, in light of Bank or Issuing Bank or such circumstances, to the extent controlling corporation for such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank or Issuing Bank will promptly notify the Administrative Agent Company and the Company Agent of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank or Issuing Bank to compensation pursuant to this Section 2.12and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank or Issuing Bank, be otherwise disadvantageous to such Bank or Issuing Bank. In determining such amount, such Bank or Issuing Bank may use any reasonable averaging and attribution methods. A certificate of any Bank or Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall create be conclusive in the absence of manifest error. (d) The Company shall not be obligated to pay any additional amounts with respect to a rebuttable presumption as demand under Section 2.15(a) or 2.15(b) that are attributable to the correctness period (the “Excluded Period”) ending 120 days prior to the Company’s receipt of the certificate with respect to such demand required under Section 2.15(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company’s receipt of such additional amount certificate, the limitation set forth in this Section 2.15(d) shall not apply. (e) If any Bank or amounts. Each Issuing Bank agrees not to request shall subsequently recoup any payment costs (other than from the Company) for which such Bank or Issuing Bank has theretofore been compensated by the Company under this Section 2.12 unless similar requests are then generally being made by 2.15, such Bank or Issuing Bank shall remit to the Company an amount equal to the amount of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereundersuch recoupment.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of If on or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, adoption of any applicable law, rule or regulation regarding capital adequacyregulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurocurrency Rate Advance, any such requirement with respect to which such Bank or the Issuing Bank is entitled to compensation during the relevant Interest Period under Section 2.10), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or the Issuing Bank or shall impose on any Bank (or its Applicable Lending Office) or the Issuing Bank or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Eurocurrency Rate Advances, its Note or its obligation to make Eurocurrency Rate Advances and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) or the Issuing Bank of making or maintaining any Eurocurrency Rate Advance to a Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or the Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank in its reasonable judgment to be material, then, within ten (10) days after demand by such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or the Issuing Bank for such increased cost or reduction. (b) If any Bank or Issuing Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) or the Issuing Bank with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) or the Issuing Bank as a consequence of its such Bank’s or the Issuing Bank’s obligations hereunder to a level below that which such Bank (or its Parent) or the Issuing Bank could have achieved but for such adoption, change change, request or compliance directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank or the Issuing Bank in its reasonable judgment to be material, then from time to time, within ten (10) days after demand by such Bank or the Issuing Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to such Bank or the Administrative Agent for the account of such Issuing Bank such additional amount or amounts as will compensate such Bank, in light of Bank (or its Parent) or the Issuing Bank for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (c) Each Bank will or Issuing Bank shall promptly notify the Company and the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would will entitle such Bank or Issuing Bank to compensation pursuant to this Section 2.122.11 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank or the Issuing Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank or the Issuing Bank claiming compensation under this Section 2.11 and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to be conclusive in the correctness absence of manifest error. In determining such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by amount, such Bank of other borrowers similarly situated, or the Issuing Bank may use any reasonable averaging and to use a reasonable basis for calculating amounts allocable to its Commitment hereunderattribution methods.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or If any change event shall occur (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Eurodollar Base Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost London interbank market or the position of any Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to any Bank of agreeing increase the costs which such Lender determines are attributable to make, making, funding its making or maintaining Eurocurrency the Loan at the Eurodollar Base Rate Advances (includingin excess of those costs already in effect as of June 1, without limitation2001, any conversion or its obligation to make available the Loan at the Eurodollar Base Rate or to reduce the amount of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed sum received or receivable by such Bank to be materialLender under the Note, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand Lender, Borrowers hereby agree to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank Lender such additional amount or amounts as will compensate such Bank, in light of Lender for such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request increased cost or directive which took effect or was issued more than 90 days prior to the date of such demandreduction. (cii) Each Bank will promptly notify In addition to any amounts payable pursuant to Section (i), if any Lender shall have determined that the Administrative Agent and the Company applicability of any event law, rule, regulation or guideline adopted pursuant to or arising out of which it has knowledge, occurring the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate hereof of any Bank claiming compensation under this Section and setting forth other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the additional amount foregoing or amounts to be paid to it hereunder shall create a rebuttable presumption as to in the correctness enforcement or interpretation or administration of any of the foregoing by any court or any central bank or other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by such Lender (or any lending office of such additional amount Lender) or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.Lender's

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any Regulatory Change: (i) shall subject any Lender to any tax, duty or other charge with respect to any Eurodollar Loan, or shall change the introduction basis of taxation of payments to such Lender of the principal of or interest on any change Eurodollar Loan (other than any change by way of imposition or increase of reserve requirements, except for changes in the case rate of Eurocurrency Rate Advances, included tax on the overall net income of such Lender imposed by the jurisdiction in the Eurocurrency Rate Reserve Percentagewhich such Lender's principal office is located), after the date hereof, in or in the interpretation of any law or regulation or ; or (ii) the compliance with shall impose, modify or deem applicable any guideline reserve, special deposit or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances similar requirement (including, without limitation, any conversion such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Lender; or (iii) shall impose on any Lender or on the London interbank market any other condition or expense with respect to this Agreement, the Notes or their making, issuance or maintenance of such Lender's Commitment hereunder or of any Advance denominated Eurodollar Loan; and the result of any such Regulatory Change is, in an Alternative Currency other than such Lender's reasonable judgment, to increase the Euro into an Advance denominated in Euro)costs which such Lender determines are attributable to its making or maintaining any Loan, by an or its obligation to make available any Loan, or to reduce the amount reasonably deemed of any sum received or receivable by such Bank Lender under this Agreement or the Notes with respect to be materialany Loan, then from time to timethen, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent)Borrowers, such Borrower jointly and severally, shall pay to the Administrative Agent for the account of such Bank Lender, within thirty (30) days after written demand therefor pursuant to Section 4.10 hereof, such additional amount or amounts sufficient to as will compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (b) Subject In addition to the limitation in Section 2.03(a)(ii)any amounts payable pursuant to subsection 4.8(a) above, if the LC Issuer or any Bank Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted after the date hereof, of hereof or any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by the LC Issuer or any Bank Lender (or its Applicable Lending Officeany lending office of any Lender) or the LC Issuer's or such Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the LC Issuer's or such BankLender's capital or on the capital of the LC Issuer's or such Lender's holding company, if any, as a consequence of its making or maintaining any Loan, its incurring any Letter of Credit Obligations, or its incurring any obligations hereunder under this Agreement to a level below that which the LC Issuer or such Bank Lender or the LC Issuer's or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration the LC Issuer's or such Lender's policies and the policies of the LC Issuer's or such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by the LC Issuer or such Bank Lender to be material, then then, Borrower hereby agrees to pay to the LC Issuer or such Lender from time to time, within ten thirty (30) days after written demand by such Bank (with a copy of such demand therefor pursuant to the Administrative Agent)Section 4.10 hereof, the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate the LC Issuer or such Bank, in light of Lender or the LC Issuer's or such circumstances, to the extent such Bank reasonably determines Lender's holding company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the ---------------------------------- limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or ------------------- any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any -------- such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall ------------------- have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be -------- obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A ------------ certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 ------------ unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Quoted Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofauthority, there shall be any increase changes in the cost interbank eurodollar market or the position of a Lender in such market or otherwise) and the result of any such event is, in such Lender's reasonable judgment, to increase the costs which the Lender determines are attributable to its making or maintaining any Eurodollar Loan, its incurring any Letter of Credit Obligations or its obligation to make available any Eurodollar Loan or issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement, the Letter of Credit Documents or the Notes with respect to any Bank Eurodollar Loan or any Letter of agreeing to makeCredit, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand to the Administrative Agent)Agent or such Lender, such Borrower shall pay to the Administrative Agent for the account benefit of the Lenders such Bank additional amount or amounts sufficient to as will compensate such Bank the Lenders for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (b) Subject In addition to the limitation in Section 2.03(a)(ii)any amounts payable pursuant to subsection (a) above, if any Bank a Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any court or any governmental authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by any Bank the Lender (or its Applicable Lending Officeany lending office of such Lender) or any Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or on the capital of the Lender's holding company, if any, as a consequence of its making or maintaining any Loan or its obligations hereunder under this Agreement to a level below that which such Bank the Lender or the Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration the Lender's policies and the policies of the Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Bank the Lender to be material, then from time to timethen, within ten days after ---- upon demand by such Bank (with a copy of such demand to the Administrative Agent)Agent or the Lender, the Company Borrower shall pay to the Administrative Agent for the account of such Bank Lender from time to time such additional amount or amounts as will compensate such Bank, in light of such circumstances, to Lender or the extent such Bank reasonably determines Lender's holding company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.

Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either If any event shall occur (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, whether in the case form of Eurocurrency Rate Advances, a reserve requirement (not included in the Eurocurrency Rate Reserve Percentagedefinition of the Eurodollar Rate), after the date hereofexchange control regulations, in or in the interpretation of any law or regulation or (ii) the governmental charges, compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereofGovernmental Authority, there shall be any increase changes in the cost London interbank market or the position of the Lender in such market or otherwise) and the result of any such event is, in the Lender's reasonable judgment, to any Bank of agreeing increase the costs which the Lender determines are attributable to make, making, funding its making or maintaining Eurocurrency the Loan at the Eurodollar Rate Advances (includingin excess of those costs already in effect as of April 1, without limitation2001, any conversion or its obligation to make available the Loan at the Eurodollar Rate or to reduce the amount of any Advance denominated in an Alternative Currency other than sum received or receivable by the Euro into an Advance denominated in Euro)Lender under the Note, by an amount reasonably deemed by such Bank to be material, then from time to timethen, within ten (10) days after demand by such Bank (with a copy of such demand the Lender, Borrowers hereby agree to the Administrative Agent), such Borrower shall pay to the Administrative Agent for Lender such additional amount or amounts as will compensate the account of such Bank additional amounts sufficient to compensate such Bank Lender for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline cost or request which took effect more than 90 days prior to the date of such demandreduction. (b) Subject In addition to the limitation in Section 2.03(a)(iiany amounts payable pursuant to subsection (a), if any Bank the Lender shall have determined that the adoptionapplicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, hereof of any applicable other law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the enforcement or interpretation or administration thereof of any of the foregoing by any governmental authority, court or any central bank or comparable agency other Governmental Authority, charged with the enforcement or interpretation or administration thereof, or compliance by any Bank the Lender (or its Applicable Lending Officeany lending office of the Lender) or the Lender's holding company with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bankthe Lender's capital or on the capital of the Lender's holding company, if any, as a consequence of its making or maintaining the Loan or its incurring any obligations hereunder under this Agreement to a level below that which such Bank the Lender or the Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration the Lender's policies and the policies of the Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Bank the Lender to be material, then then, upon demand by the Lender, the Borrowers hereby agree to pay to the Lender from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank time such additional amount or amounts as will compensate such Bank, in light of such circumstances, to the extent such Bank reasonably determines Lender or the Lender's holding company for any such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demandsuffered. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder.