Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. (a) If any Lender or the Administrative Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent with any directive of, or guideline from, any central bank or other Governmental Authority (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent, or change the basis of taxation of payments to any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent or (iii) impose on any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Administrative Agent hereunder, then, upon demand by any such Lender or the Administrative Agent, the Borrowers shall pay within ten (10) Business Days after demand, to such Lender or the Administrative Agent such additional amounts as will compensate such Lender or the Administrative Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent with any Capital Guideline or with any directive of any such Governmental Authority with respect to any Capital Guideline (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent and any Lender or the Administrative Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained or any Lender's or the Administrative Agent's or any such other controlling Person's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender's or any Administrative Agent's any such other controlling Person's capital to a level below that which such Lender or the Administrative Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Lender's or the Administrative Agent's or such other controlling Person's other obligations hereunder (in each case, taking into consideration, such Lender's or the Administrative Agent's or such other controlling Person's policies with respect to capital adequacy), then, within ten (10) Business Days of demand by any Lender or the Administrative Agent, the Borrowers shall pay to such Lender or the Administrative Agent from time to time such additional amounts as will compensate such Lender or the Administrative Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's, Administrative Agent's or such other controlling Person's capital. (c) All amounts payable under this Section 2.08 shall bear interest from the date that is ten (10) Business Days after the date of demand by any Lender or the Administrative Agent until payment in full to such Lender or the Administrative Agent at the Base Rate, unless the same is being contested by Borrowers in good faith. A certificate of such Lender or the Administrative Agent claiming compensation under this Section 2.08, specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative Agent to the Borrowers, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's, Administrative Agent's reasons for invoking the provisions of this Section 2.08, and shall be final and presumptive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation interpretation, administration or administration application thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative any Agent or any Person controlling any such Lender or the Administrative any such Agent 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 Lender or any Agent or any Affiliate of any such Lender or any such Agent (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent any Agent, or any Person controlling Affiliate of any such Lender or the Administrative any such Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office)tax, duty or other charge with respect to this Agreement any Loan Document or any Loan made by such Lender or Administrative such Agent, or change the basis of taxation of payments to any Lender or the Administrative any Agent or any Person controlling Affiliate of any such Lender or the Administrative any such Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending officeExcluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative any Agent or any Person controlling Affiliate of any such Lender or the Administrative any such Agent or (iii) impose on any Lender or the Administrative any Agent or any Person controlling Affiliate of any such Lender or the Administrative any such Agent any other condition regarding this Agreement any Loan Document or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative any Agent or any Affiliate of any such Lender or Agent of entering into any Loan Document, or of making any Loan, or agreeing to make any Loan, Loan or to reduce any amount received or receivable by any Lender or the Administrative any Agent hereunderunder any Loan Document, then, upon demand by any such Lender or the Administrative any such Agent, the Borrowers shall pay within ten (10) Business Days after demand, to such Lender (on behalf of itself or the Administrative its Affiliate) or such Agent (on behalf of itself or its Affiliate) such additional amounts as will compensate such Lender or the Administrative such Agent for such increased costs or reductions in amount; provided, but without however, that no Transferee shall be entitled to receive any greater amount pursuant to clause (i) above than the person making the assignment, selling the participation or effecting the transfer to such Transferee would have been entitled to receive in the absence of such assignment, participation or transfer; provided, further, that any such amounts under this Section shall not be in duplication of Taxes and Other Taxes governed by amounts to which such Agent or Lender is entitled under Section 2.09 hereof2.08. (b) If any Lender or the Administrative any Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative any Agent or any Person controlling Affiliate of such Lender or the Administrative such Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline Guideline, or the implementation of, or any change in, any applicable accounting principles (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative any Agent or any Person controlling Affiliate of such Lender or the Administrative Agent such Agent, and any Lender or the Administrative any Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained or maintained, any Lender's or the Administrative any Agent's or any such other controlling PersonAffiliate's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender's or any Administrative Agent's or any such other controlling PersonAffiliate's capital to a level below that which such Lender or the Administrative such Agent or such controlling Person Affiliate could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Lender's or the Administrative such Agent's or such other controlling PersonAffiliate's other obligations hereunder (in each case, taking into consideration, such Lender's or the Administrative such Agent's or such other controlling PersonAffiliate's policies with respect to capital adequacy), then, within ten (10) Business Days of upon demand by any Lender (on behalf of itself or the Administrative Agentits Affiliate) or any Agent (on behalf of itself or its Affiliate), the Borrowers shall pay to such Lender or the Administrative such Agent or such Affiliate from time to time such additional amounts as will compensate such Lender or the Administrative such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's, Administrative 's or such Agent's or such other controlling PersonAffiliate's capital. (c) All amounts payable under this Section 2.08 4.05 shall bear interest from the date that is ten (10) Business Days days after the date of demand by any Lender or the Administrative any Agent until payment in full to such Lender or the Administrative such Agent at the Base Reference Rate, unless the same is being contested by Borrowers in good faith. A certificate of such Lender or the Administrative such Agent claiming compensation under this Section 2.084.05, specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative such Agent to the BorrowersAdministrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's, Administrative 's or such Agent's reasons for invoking the provisions of this Section 2.084.05, and shall be final and presumptive conclusive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental AuthorityOfficial Body, or compliance by any Lender or the Administrative any Agent or any Person controlling any such Lender or the Administrative any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority Official Body or the introduction of, or change in, any accounting principles applicable to any Lender or any Agent or any Person controlling any such Lender or any such Agent (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent, or change the basis of taxation of payments to any Lender or the Administrative any Agent or any Person controlling any such Lender or the Administrative any such Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative any Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending officeAgent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative any Agent or any Person controlling any such Lender or the Administrative any such Agent or (iii) impose on any Lender or the Administrative any Agent or any Person controlling any such Lender or the Administrative any such Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative any Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Administrative any Agent hereunder, then, upon demand by any such Lender or the Administrative any such Agent, the Borrowers Borrower shall pay within ten (10) Business Days after demand, to such Lender or the Administrative such Agent such additional amounts as will compensate such Lender or the Administrative such Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative any Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority Official Body charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative any Agent or any Person controlling such Lender or the Administrative such Agent with any Capital Guideline or with any request or directive of any such Governmental Authority Official Body with respect to any Capital Guideline Guideline, or the implementation of, or any change in, any applicable accounting principles (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative any Agent or any Person controlling such Lender or the Administrative Agent such Agent, and any Lender or the Administrative any Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained or maintained, any Lender's or the Administrative any Agent's or any such other controlling Person's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender's or any Administrative Agent's or any such other controlling Person's capital to a level below that which such Lender or the Administrative such Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, maintained or any agreement to make Loans, or such Lender's or the Administrative such Agent's or such other controlling Person's other obligations hereunder (in each case, taking into consideration, such Lender's or the Administrative such Agent's or such other controlling Person's policies with respect to capital adequacy), then, within ten (10) Business Days of upon demand by any Lender or the Administrative any Agent, the Borrowers Borrower shall pay to such Lender or the Administrative such Agent from time to time such additional amounts as will compensate - 44 - 52 such Lender or the Administrative such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's, Administrative 's or such Agent's or such other controlling Person's capital. (c) All amounts payable under this Section 2.08 3.05 shall bear interest from the date that is ten (10) Business Days days after the date of demand by any Lender or the Administrative any Agent until payment in full to such Lender or the Administrative such Agent at the Base Reference Rate, unless the same is being contested by Borrowers in good faith. A certificate of such Lender or the Administrative such Agent claiming compensation under this Section 2.083.05, specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative such Agent to the BorrowersBorrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's, Administrative 's or such Agent's reasons for invoking the provisions of this Section 2.083.05, and shall be final and presumptive conclusive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative any Agent shall have determined that the adoption or implementation ofafter the Effective Date, or any change after the Effective Date in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change after the Effective Date in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative any Agent or any Person controlling any such Lender or the Administrative any such Agent 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 Lender, any Agent or any Person controlling any such Lender, any such Agent (in each case, whether or not having the force of law) (each, a “Change in Law”), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative any such Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office)tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent, such Agent or change the basis of taxation of payments to any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative any such Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending officeAgent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative any such Agent or (iii) impose on any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative any such Agent any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative any Agent of making any Loan, or agreeing to make any Loan, Loan or to reduce any amount received or receivable by any Lender or the Administrative any Agent hereunder, then, upon demand by any such Lender or the Administrative any such Agent, the Borrowers Borrower shall pay within ten (10) Business Days after demand, to such Lender or the Administrative such Agent such additional amounts as will compensate such Lender Lender, or the Administrative such Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative any Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent with any Capital Guideline or with any directive of any such Governmental Authority with respect to any Capital Guideline (Change in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, Law either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative Lender, any Agent or any Person controlling such Lender or the Administrative such Agent and any Lender or the Administrative any Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained or maintained, any Lender's or the Administrative ’s, any Agent's ’s or any such other controlling Person's ’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender's ’s or any Administrative Agent's ’s any such other controlling Person's ’s capital to a level below that which such Lender or the Administrative Lender, such Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Lender's or the Administrative ’s, such Agent's ’s or such other controlling Person's ’s other obligations hereunder (in each case, taking into consideration, such Lender's ’s, or the Administrative such Agent's ’s or such other controlling Person's ’s policies with respect to capital adequacy), then, within ten (10) Business Days of upon demand by any Lender or the Administrative any Agent, the Borrowers Borrower shall pay to such Lender or the Administrative such Agent from time to time such additional amounts as will compensate such Lender or the Administrative such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's, Administrative ’s or such Agent's ’s or such other controlling Person's ’s capital. (c) All amounts payable under this Section 2.08 4.05 shall bear interest from the date that is ten (10) Business Days 10 days after the date of demand by any Lender or the Administrative any Agent until payment in full to such Lender or the Administrative such Agent at the Base Reference Rate, unless the same is being contested by Borrowers in good faith. A certificate of such Lender or the Administrative such Agent claiming compensation under this Section 2.084.05, specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative such Agent to the BorrowersBorrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's, Administrative ’s or such Agent's ’s reasons for invoking the provisions of this Section 2.084.05, and shall be final and presumptive conclusive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative Agent shall have determined that that, after the Effective Date, the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Person controlling any such Lender with any directive of or guideline from any central bank or other Governmental Authority or the Administrative Agent introduction of or change in any accounting principles applicable to the Lender or any Person controlling any such Lender or the Administrative Agent with any directive of, or guideline from, any central bank or other Governmental Authority (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent, or change the basis of taxation of payments to any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending officeLender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, by any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent or (iii) impose on any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative Agent of making any Loan, or agreeing to make any Loan, Loan or to reduce any amount received or receivable by any Lender or the Administrative Agent hereunder, then, upon demand by any such Lender or the Administrative AgentLender, the Borrowers Borrower shall pay within ten (10) Business Days after demand, to such Lender or the Administrative Agent such additional amounts as will compensate such Lender or the Administrative Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative Agent shall have determined that that, after the Effective Date, any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent or any Person controlling such any Lender or the Administrative Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline Guideline, or the implementation of, or any change in, any applicable accounting principles (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent any Lender, and any Lender or the Administrative Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained or maintained, any Lender's or the Administrative Agent's or any such other controlling Person's other obligations hereunder, hereunder or (ii) has or would have the effect of reducing the rate of return on any Lender's or any Administrative Agent's any such other controlling Person's capital to a level below that which such Lender or the Administrative Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Lender's or the Administrative Agent's or such other controlling Person's other obligations hereunder (in each case, taking into consideration, consideration such Lender's or the Administrative Agent's or such other controlling Person's policies with respect to capital adequacy), then, within ten (10) Business Days of upon demand by any Lender or the Administrative AgentLender, the Borrowers Borrower shall pay to such Lender or the Administrative Agent from time to time such additional amounts as will compensate such Lender or the Administrative Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's, Administrative Agent's or such other controlling Person's capital. (c) All amounts payable under this Section 2.08 3.05 shall bear interest from the date that is ten (10) Business Days days after the date of written demand by any a Lender or the Administrative Agent until payment in full to such Lender or the Administrative Agent at the Base Rate, unless the same is being contested by Borrowers in good faith. A certificate of such any Lender or the Administrative Agent claiming compensation under this Section 2.08, 3.05 specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative Agent to the BorrowersBorrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's, Administrative Agent's reasons for invoking the provisions of this Section 2.083.05, and shall be final and presumptive conclusive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent with any directive of, or guideline from, any central bank or other Governmental Authority (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent, or change the basis of taxation of payments to any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent or (iii) impose on any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Administrative Agent hereunder, then, upon demand by any such Lender or the Administrative Agent, the Borrowers shall pay within ten (10) Business Days after demand, to such Lender or the Administrative Agent such additional amounts as will compensate such Lender or the Administrative Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent with any Capital Guideline or with any directive of any such Governmental Authority with respect to any Capital Guideline (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent and any Lender or the Administrative Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained or any Lender's ’s or the Administrative Agent's ’s or any such other controlling Person's ’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender's ’s or any Administrative Agent's ’s any such other controlling Person's ’s capital to a level below that which such Lender or the Administrative Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Lender's ’s or the Administrative Agent's ’s or such other controlling Person's ’s other obligations hereunder (in each case, taking into consideration, such Lender's ’s or the Administrative Agent's ’s or such other controlling Person's ’s policies with respect to capital adequacy), then, within ten (10) Business Days of demand by any Lender or the Administrative Agent, the Borrowers shall pay to such Lender or the Administrative Agent from time to time such additional amounts as will compensate such Lender or the Administrative Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's’s, Administrative Agent's ’s or such other controlling Person's ’s capital. (c) All amounts payable under this Section 2.08 shall bear interest from the date that is ten (10) Business Days after the date of demand by any Lender or the Administrative Agent until payment in full to such Lender or the Administrative Agent at the Base RateRateinterest rate then applicable to the Term Loan, unless the same is being contested by Borrowers in good faith. A certificate of such Lender or the Administrative Agent claiming compensation under this Section 2.08, specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative Agent to the Borrowers, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's’s, Administrative Agent's ’s reasons for invoking the provisions of this Section 2.08, and shall be final and presumptive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent with any directive of, or guideline from, any central bank or other Governmental Authority (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent, or change the basis of taxation of payments to any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent or (iii) impose on any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Administrative Agent hereunder, then, upon demand by any such Lender or the Administrative Agent, the Borrowers shall pay within ten (10) Business Days after demand, to such Lender or the Administrative Agent such additional amounts as will compensate such Lender or the Administrative Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent with any Capital Guideline or with any directive of any such Governmental Authority with respect to any Capital Guideline (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent and any Lender or the Administrative Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained or any Lender's ’s or the Administrative Agent's ’s or any such other controlling Person's ’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender's ’s or any Administrative Agent's ’s any such other controlling Person's ’s capital to a level below that which such Lender or the Administrative Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Lender's ’s or the Administrative Agent's ’s or such other controlling Person's ’s other obligations hereunder (in each case, taking into consideration, such Lender's ’s or the Administrative Agent's ’s or such other controlling Person's ’s policies with respect to capital adequacy), then, within ten (10) Business Days of demand by any Lender or the Administrative Agent, the Borrowers shall pay to such Lender or the Administrative Agent from time to time such additional amounts as will compensate such Lender or the Administrative Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's’s, Administrative Agent's ’s or such other controlling Person's ’s capital. (c) All amounts payable under this Section 2.08 shall bear interest from the date that is ten (10) Business Days after the date of demand by any Lender or the Administrative Agent until payment in full to such Lender or the Administrative Agent at the Base Rate, unless the same is being contested by Borrowers in good faith. A certificate of such Lender or the Administrative Agent claiming compensation under this Section 2.08, specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative Agent to the Borrowers, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's’s, Administrative Agent's ’s reasons for invoking the provisions of this Section 2.08, and shall be final and presumptive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent 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 Lender or Administrative Agent or any Person controlling any such Lender or Administrative Agent (in each case, whether or not having the force of law) (each, a “Change in Law”), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office)tax, duty or other charge with respect to this Agreement or any Loan the Loans made by such Lender or Administrative Agent, Agent or change the basis of taxation of payments to any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loanthe Loans, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent or (iii) impose on any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent any other condition regarding this Agreement or any Loanthe Loans, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative Agent of making any Loanthe Loans, or agreeing to make any Loan, the Loans or to reduce any amount received or receivable by any Lender or the Administrative Agent hereunder, then, upon demand by any such Lender or the Administrative Agent, the Borrowers Borrower shall pay within ten (10) Business Days after demand, to such Lender or the Administrative Agent such additional amounts as will compensate such Lender or the Administrative Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent with any Capital Guideline or with any directive of any such Governmental Authority with respect to any Capital Guideline (Change in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, Law either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Lender, Administrative Agent or any Person controlling such Lender or the Administrative Agent and any Lender or the Administrative Agent determines that the amount of such capital is increased as a direct or indirect consequence of any the Loans made or maintained or maintained, any Lender's or the ’s, Administrative Agent's ’s or any such other controlling Person's ’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender's ’s or any Administrative Agent's ’s or any such other controlling Person's ’s capital to a level below that which such Lender or the Lender, Administrative Agent or such controlling Person could have achieved but for such circumstances as a consequence of any the Loans made or maintained, or any agreement to make the Loans, or such Lender's or the ’s, Administrative Agent's ’s or such other controlling Person's ’s other obligations hereunder (in each case, taking into consideration, such Lender's ’s or the Administrative Agent's ’s or such other controlling Person's ’s policies with respect to capital adequacy), then, within ten (10) Business Days of upon demand by any Lender or the Administrative Agent, the Borrowers Borrower shall pay to such Lender or the Administrative Agent from time to time such additional amounts as will compensate such Lender or the Administrative Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's, ’s or Administrative Agent's ’s or such other controlling Person's ’s capital. (c) All amounts payable under this Section 2.08 3.05 shall bear interest from the date that is ten (10) Business Days days after the date of demand by any Lender or the Administrative Agent until payment in full to such Lender or the Administrative Agent at the Base Reference Rate, unless the same is being contested by Borrowers in good faith. A certificate of such Lender or the Administrative Agent claiming compensation under this Section 2.083.05, specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative Agent to the Borrowersevent, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's, ’s or Administrative Agent's ’s reasons for invoking the provisions of this Section 2.083.05, shall be submitted by such Lender or Administrative Agent to the Borrower and shall be final and presumptive conclusive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Tranche A Lender or the Administrative Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Tranche A Lender or the Administrative Agent or any Person controlling any such Tranche A Lender or the Administrative Agent with any directive of, of or guideline from, from any central bank or other Governmental Authority or the introduction of or change in any accounting principles applicable to any Tranche A Lender or any Person controlling any such Tranche A Lender (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent, or change the basis of taxation of payments to any Tranche A Lender or the Administrative Agent or any Person controlling any such Tranche A Lender or the Administrative Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Tranche A Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending officeTranche A Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Tranche A Revolving Loan or against assets of or held by, or deposits with or for the account of, or credit extended byby any Tranche A Lender, any Lender or the Administrative Agent or any Person controlling any such Tranche A Lender or the Administrative Agent or (iii) impose on any Tranche A Lender or the Administrative Agent or any Person controlling any such Tranche A Lender or the Administrative Agent any other condition regarding this Agreement or any Tranche A Revolving Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Tranche A Lender or the Administrative Agent of making any Tranche A Revolving Loan, or agreeing to make any Loan, Tranche A Revolving Loan or to reduce any amount received or receivable by any Tranche A Lender or the Administrative Agent hereunder, then, upon demand by any such Lender or the Administrative AgentTranche A Lender, the Borrowers shall pay within ten (10) Business Days after demand, to such Tranche A Lender or the Administrative Agent such additional amounts as will compensate such Tranche A Lender or the Administrative Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Tranche A Lender or the Administrative Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Tranche A Lender or the Administrative Agent or any Person controlling such any Tranche A Lender or the Administrative Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline Guideline, or the implementation of, or any change in, any applicable accounting principles (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by any Tranche A Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent any Tranche A Lender, and any Tranche A Lender or the Administrative Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Tranche A Revolving Loans made or maintained maintained, or any Tranche A Lender's or the Administrative Agent's ’s or any such other controlling Person's ’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Tranche A Lender's ’s or any Administrative Agent's any such other controlling Person's ’s capital to a level below that which such Tranche A Lender or the Administrative Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Tranche A Revolving Loans made or maintained, or any agreement to make Tranche A Revolving Loans, or such Lender's or the Administrative Agent's Tranche A Lenders or such other controlling Person's ’s other obligations hereunder (in each case, taking into consideration, such Tranche A Lender's or the Administrative Agent's ’s or such other controlling Person's ’s policies with respect to capital adequacy), then, within ten (10) Business Days of upon demand by any Lender or the Administrative AgentTranche A Lender, the Borrowers shall pay to such Tranche A Lender or the Administrative Agent from time to time such additional amounts as will compensate such Tranche A Lender or the Administrative Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Tranche A Lender's, Administrative Agent's ’s or such other controlling Person's ’s capital. (c) All amounts payable under this Section 2.08 4.04 shall bear interest from the date that is ten (10) Business Days days after the date of demand by any a Tranche A Lender or the Administrative Agent until payment in full to such Tranche A Lender or the Administrative Agent at the Base Reference Rate, unless the same is being contested by Borrowers in good faith. A certificate of such any Tranche A Lender or the Administrative Agent claiming compensation under this Section 2.08, 4.04 specifying the event herein above described and the nature of such event shall be submitted by such Tranche A Lender or to the Administrative Agent to the BorrowersBorrower, setting forth the additional amount due and an explanation of the calculation thereof, thereof and such Tranche A Lender's, Administrative Agent's ’s reasons for invoking the provisions of this Section 2.084.04, and shall be final and presumptive conclusive absent manifest error. (d) Notwithstanding anything herein to If any of the contraryevents requiring payments of additional amounts by the Borrowers under this Section 4.04 occurs and the applicable Tranche A Lender shall have made a demand for such payment hereunder, the Xxxx-Xxxxx Xxxx Street Reform applicable Tranche A Lender shall take such steps as may be reasonable (consistent with its internal policy and Consumer Protection Act legal and all rules, regulations, guidelines and directives thereunder regulatory restrictions) to (i) change the jurisdiction of its funding office if such change would avoid the Borrowers being required to pay any additional amount or issued (ii) otherwise mitigate the effects of any law or regulation or any change therein or interpretation thereof as set forth in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issuedSection 4.04 above.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative any Agent or any Person controlling any such Lender or the Administrative any such Agent 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 Lender, any Agent or any Person controlling any such Lender, any such Agent (in each case, whether or not having the force of law) (each, a “Change in Law”), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative any such Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office)tax, duty or other charge with respect to this Agreement or any Loan the Revolving Loans made by such Lender or Administrative Agent, such Agent or change the basis of taxation of payments to any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative any such Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending officeAgent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loanthe Revolving Loans, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative any such Agent or (iii) impose on any Lender or the Administrative Lender, any Agent or any Person controlling any such Lender or the Administrative any such Agent any other condition regarding this Agreement or any Loanthe Revolving Loans, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative any Agent of making any Loanthe Revolving Loans, or agreeing to make any Loan, the Revolving Loans or to reduce any amount received or receivable by any Lender or the Administrative any Agent hereunder, then, upon demand by any such Lender or the Administrative any such Agent, the Borrowers Borrower shall pay within ten (10) Business Days after demand, to such Lender or the Administrative such Agent such additional amounts as will compensate such Lender Lender, or the Administrative such Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative any Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent or any Person controlling such Lender or the Administrative Agent with any Capital Guideline or with any directive of any such Governmental Authority with respect to any Capital Guideline (Change in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, Law either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative Lender, any Agent or any Person controlling such Lender or the Administrative such Agent and any Lender or the Administrative any Agent determines that the amount of such capital is increased as a direct or indirect consequence of any the Revolving Loans made or maintained or maintained, any Lender's or the Administrative ’s, any Agent's ’s or any such other controlling Person's ’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender's ’s or any Administrative Agent's ’s any such other controlling Person's ’s capital to a level below that which such Lender or the Administrative Lender, such Agent or such controlling Person could have achieved but for such circumstances as a consequence of any the Revolving Loans made or maintained, or any agreement to make the Revolving Loans, or such Lender's or the Administrative ’s, such Agent's ’s or such other controlling Person's ’s other obligations hereunder (in each case, taking into consideration, such Lender's ’s, or the Administrative such Agent's ’s or such other controlling Person's ’s policies with respect to capital adequacy), then, within ten (10) Business Days of upon demand by any Lender or the Administrative any Agent, the Borrowers Borrower shall pay to such Lender or the Administrative such Agent from time to time such additional amounts as will compensate such Lender or the Administrative such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's, Administrative ’s or such Agent's ’s or such other controlling Person's ’s capital. (c) All amounts payable under this Section 2.08 4.05 shall bear interest from the date that is ten (10) Business Days days after the date of demand by any Lender or the Administrative any Agent until payment in full to such Lender or the Administrative such Agent at the Base Reference Rate, unless the same is being contested by Borrowers in good faith. A certificate of such Lender or the Administrative such Agent claiming compensation under this Section 2.084.05, specifying the event herein above described and the nature of such event shall be submitted by such Lender or the Administrative such Agent to the BorrowersBorrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's, Administrative ’s or such Agent's ’s reasons for invoking the provisions of this Section 2.084.05, and shall be final and presumptive conclusive absent manifest error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative Agent Letter of Credit Issuer shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative Agent Letter of Credit Issuer or any Person controlling any such Lender or the Administrative Agent Letter of Credit Issuer with any directive of, of or guideline from, from any central bank or other Governmental Authority or the introduction of or change in any accounting principles applicable to the Letter of Credit Issuer or any Person controlling the Letter of Credit Issuer (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent, or change the basis of taxation of payments to any Lender or the Administrative Agent Letter of Credit Issuer or any Person controlling any such Lender or the Administrative Agent Letter of Credit Issuer of any amounts payable hereunder or under any Letter 26 of Credit Guaranty (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent Letter of Credit Issuer or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place Letter of business, or any lending officeCredit Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent Letter of Credit Issuer or any Person controlling any such Lender or the Administrative Agent Letter of Credit Issuer, or (iii) impose on any Lender or the Administrative Agent Letter of Credit Issuer or any Person controlling any such Lender or the Administrative Agent Letter of Credit Issuer any other condition regarding this Agreement or any LoanLetter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to the Letter of Credit Issuer of issuing or guaranteeing any Lender or the Administrative Agent Letter of making any LoanCredit, or agreeing to make issue or guaranty any LoanLetter of Credit, or to reduce any amount received or receivable by any Lender the Letter of Credit Issuer or the Administrative Agent hereunderLender hereunder or under any Letter of Credit Guaranty, then, upon demand by any such Lender the Letter of Credit Issuer or the Administrative AgentLender, the Borrowers Borrower shall pay within ten (10) Business Days after demand, to such Lender the Letter of Credit Issuer or the Administrative Agent Lender such additional amounts as will compensate such Lender the Letter of Credit Issuer or the Administrative Agent Lender for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof. (b) If any Lender or the Administrative Agent Letter of Credit Issuer shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent Letter of Credit Issuer or any Person controlling such Lender or the Administrative Agent Letter of Credit Issuer with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline Guideline, or the implementation of, or any change in, any applicable accounting principles (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Administrative Agent Letter of Credit Issuer or any Person controlling such Lender or the Administrative Agent Letter of Credit Issuer and any Lender or the Administrative Agent Letter of Credit Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained Letters of Credit issued or any Lender's guaranty with respect thereto, or the Administrative Agent's or any such other controlling PersonLetter of Credit Issuer's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lenderthe Letter of Credit Issuer's or any Administrative Agent's any such other controlling Person's capital to a level below that which such Lender or the Administrative Agent Letter of Credit Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made Letters of Credit issued, or maintained, any guaranty with respect thereto or any agreement to make Loans, or such Lender's issue Letters of Credit or the Administrative Agent's or such other controlling PersonLetter of Credit Issuer's other obligations hereunder (in each case, taking into consideration, such Lender's or consideration the Administrative AgentLetter of Credit Issuer's or such other controlling Person's policies with respect to capital adequacy), then, within ten (10) Business Days of upon demand by any Lender the Letter of Credit Issuer or the Administrative AgentLender, the Borrowers Borrower shall pay to such Lender the Letter of Credit Issuer or the Administrative Agent Lender from time to time such additional amounts as will compensate such Lender or the Administrative Agent Letter of Credit Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's, Administrative Agentthe Letter of Credit Issuer's or such other controlling Person's capital. (c) All amounts payable under this Section 2.08 2.10 shall bear interest from the date that is ten (10) three Business Days after the date of demand by any Lender the Letter of Credit Issuer or the Administrative Agent 27 Lender until payment in full to such Lender the Letter of Credit Issuer or the Administrative Agent Lender at the Base Regular Rate, unless the same is being contested by Borrowers in good faith. A certificate of such Lender the Letter of Credit Issuer or the Administrative Agent Lender claiming compensation under this Section 2.08, 2.10 specifying the event herein above described and the nature of such event shall be submitted by such Lender the Letter of Credit Issuer or the Administrative Agent Lender to the BorrowersBorrower, setting forth the additional amount due and an explanation in reasonable detail of the calculation thereof, and such Lender's, Administrative Agentthe Letter of Credit Issuer's reasons for invoking the provisions of this Section 2.08, 2.10 and shall be final and presumptive conclusive absent manifest objectively determinable error. (d) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, guidelines and directives thereunder or issued in connection therewith shall be deemed, for all purposes of this Agreement, to be adopted after the date of this Agreement, regardless of the date actually enacted, adopted or issued.