Common use of Increased Costs, Etc Clause in Contracts

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after the date hereof upon or (ii) the compliance with otherwise issued to any guideline or request from Lender by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such Lender of the principal of or the interest on the Loans or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of such Lender with respect to the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement or the Term Loans, and the result of any of the foregoing is (a) to increase the cost to such Lender of making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (b) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by any Lender or any corporation controlling such Lender as a result hereunder, or (c) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or based upon foregone interest or other sum is calculated by reference to the existence gross amount of any sum receivable or deemed received by such Lender’s commitment to lend hereunder and other commitments of this typeLender from Borrower hereunder, then, and in each such case not otherwise provided for hereunder, Borrower will upon demand made by such Lender or promptly following such corporation (with a copy Lender's receipt of notice pertaining to such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, additional amounts as will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; PROVIDED that the foregoing provisions of this sentence shall not apply in light the case of such circumstancesany additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the extent overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Lender shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Lender reasonably determines with any of the foregoing, either imposes a requirement upon such increase in Lender to allocate additional capital resources or increases such Lender's requirement to allocate capital resources or such Lender's commitment to make, or to such Lender's maintenance of the Term Loans, which has or would have the effect of reducing the return on such Lender's capital to be allocable a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to the existence capital adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as 's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by such Lender to be material, such amounts submitted Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower accompanied by an opinion of counsel to such Lender with respect to such matters, the cost of which opinion shall be paid by Borrower. Borrower and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for such reduction. If Borrower and such Lender are unable to agree on such adjustment within thirty (30) days of the date on which Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to Borrower, compensate such Lender for such reduction, such Lender's determination of such amount to be conclusive and binding for all purposesupon Borrower, absent manifest error. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.08, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.10 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that the Borrowers shall not be responsible for costs under this Section 2.08(a) arising more than 120 days prior to receipt by the Borrowers of the demand from the affected Lender pursuant to this Section 2.08(a); provided further that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typesuch type (or similar contingent obligations), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereundercommitment to lend; provided, however, that the Borrowers shall not be responsible for costs under this Section 2.09(b) arising more than 180 days prior to receipt by the Borrowers of the demand from the affected Lender pursuant to this Section 2.09(b). A certificate as to such amounts submitted to the Borrower Borrowers by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Bridge Loans will not adequately reflect the cost to such Lenders of making, funding or maintaining their Bridge Loans or Rollover Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon the interest rate for the Bridge Loan or Rollover Loan, as the case may be, will automatically, on the last day of the then existing Interest Period therefor, be determined by the Base Rate and the interest payable on the Bridge Loan or the Rollover Loan, as the case may be, shall be a rate per annum equal to the Base Rate in effect from time to time plus the margin then in effect under Section 2.06(a) minus 1.00% (but in any event not in excess of the Fixed Rate) until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to perform its obligations hereunder to make Bridge Loans or to continue to fund or maintain Bridge Loans or Rollover Loans hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, the obligation of the Lenders to make Bridge Loans shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office through which to make or maintain Bridge Loans if the making of such a designation would allow such Lender to continue to perform its obligations to make Bridge Loans or to continue to fund or maintain Bridge Loans and Rollover Loans and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (e) In the event that any Lender demands payment of costs or additional amounts pursuant to Section 2.08 or Section 2.10 or asserts, pursuant to Section 2.08(d), that it is unlawful for such Lender to make Bridge Loans or Rollover Loans, as the case may be, or becomes a Defaulting Lender then (subject to such Lender’s right to rescind such demand or assertion within 10 days after the notice from the Borrowers referred to below) the Borrowers may, upon 20 days’ prior written notice to such Lender and the Administrative Agent, elect to cause such Lender to assign its Bridge Loans and Bridge Loan Commitments in full to one or more Persons selected by the Borrowers so long as (a) each such Person satisfies the criteria of an Eligible Assignee and is reasonably satisfactory to the Administrative Agent, (b) such Lender receives payment in full in cash of the outstanding principal amount of all Bridge Loans or Rollover Loans, as the case may be made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Lender as of the date of such assignment (including amounts owing pursuant to Sections 2.08, 2.10, 2.13 and 8.04) and (c) each such Lender assignee agrees to accept such assignment and to assume all obligations of such Lender assignor hereunder in accordance with Section 8.07.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after the date hereof upon or (ii) the compliance with otherwise issued to any guideline or request from Lender by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such Lender of the principal of or the interest on the Loans or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of such Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement, the Term Loans, any Revolving Credit Advance or any Swing Line Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by any Lender or any corporation controlling such Lender as a result hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or based upon foregone interest or other sum is calculated by reference to the existence gross amount of any sum receivable or deemed received by such Lender’s commitment to lend hereunder and other commitments of this typeLender from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers, jointly and severally, will upon demand made by such Lender or promptly following such corporation (with a copy Lender's receipt of notice pertaining to such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, additional amounts as will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; PROVIDED that the foregoing provisions of this sentence shall not apply in light the case of such circumstancesany additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the extent overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Lender shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Lender reasonably determines with any of the foregoing, either imposes a requirement upon such increase in Lender to allocate additional capital resources or increases such Lender's requirement to allocate capital resources or such Lender's commitment to make, or to such Lender's maintenance of, the Term Loans, the Revolving Credit Advances or Swing Line Loans hereunder, which has or would have the effect of reducing the return on such Lender's capital to be allocable a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to the existence capital adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as 's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by such Lender to be material, such amounts submitted Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower accompanied by an opinion of counsel to such Lender with respect to such matters, the cost of which opinion shall be paid by the Borrowers. The Borrowers and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for such reduction. If the Borrowers and such Lender are unable to agree on such adjustment within thirty (30) days of the date on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrowers, compensate such Lender for such reduction, such Lender's determination of such amount to be conclusive and binding for all purposesupon the Borrowers, absent manifest error. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) IfThe Borrower agrees to reimburse each Lender for an increase in the cost of, due to either (i) the introduction of or any change in or reduction in the interpretation amount of any sum receivable by a Lender, including reductions in the rate of return on a Lender’s capital, in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in, in each case, after the date hereof, of any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, accounting rule, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereofof any court, there central bank, regulator or other Governmental Authority, except for such changes with respect to increased capital costs and taxes which are governed by Sections 3.04 and 3.05, respectively. Each such demand shall be any increase provided by a Lender to the Borrower in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Lender for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Borrower to the Lender within five (5) Business Days of its receipt of such notice, and such notice shall, in the cost absence of manifest error, be conclusive and binding on the Borrower. Notwithstanding anything herein to the contrary, (x) the Dodx-Xxaxx Xxxx Xxreet Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Lender of agreeing successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to make or of makingBasel III, funding or maintaining Advances (excluding, shall in each case be deemed to be a change in law for purposes of this Section 2.123.03, any such increased costs resulting from (x) Taxes regardless of the date enacted, adopted or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest errorissued. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any If a change in any applicable treaty, law, regulation or regulatory requirement (including by introduction or adoption of any new treaty, law, regulation or regulatory requirement) or in the interpretation of thereof or in its application to the Borrower, or if compliance by any law or regulation made after the date hereof or (ii) the compliance Lender Party with any applicable direction, request, requirement or guideline or request from any central bank or other Governmental Authority (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) made requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation, any agency of the United States, the European Union or similar monetary or multinational authority insofar as it may be changed or imposed after the date hereof, there shall be shall: (a) subject any increase in the cost Lender Party to any Lender taxes, levies, duties, charges, fees, deductions or withholdings of agreeing any nature with respect to make its commitment to lend or to issue or participate in Letters of makingCredit and other commitments of such type or the issuance or maintenance of participations in Letters or Credit (or similar contingent obligations) or any part thereof imposed, funding levied, collected, withheld or maintaining Advances assessed by any jurisdiction or any political subdivision or taxing authority thereof (excludingother than taxation on overall net income and, for purposes of this to the extent such taxes are described in Section 2.123.6, any such increased costs resulting from withholding taxes); or (xb) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in change the basis of taxation of to any Lender Party (other than a change in taxation on the overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement; or (c) impose, modify or deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender Party shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, any Lender Party (provided that such Lender Party shall, unless prohibited by law, allocate its capital resources to its obligations hereunder in a manner which is organized consistent with its present treatment of the allocation of its capital resources); or (d) impose on any Lender Party any other condition affecting its commitment to lend or has to issue or participate in Letters of Credit hereunder, and the result of any of the foregoing is either (i) to increase the cost to such Lender Party of making Advances or of issuing or participating in Letters of Credit or maintaining its Commitment or any part thereof, (ii) to reduce the amount of any payment received by such Lender Party or its effective return hereunder or on its capital or (iii) to cause such Lender Party to make any payment or to forego any return based on any amount received or receivable by such Lender Party hereunder, then and in any such case if such increase or reduction in the opinion of such Lender Party materially affects the interests of such Lender Party, (A) the Lender Party concerned shall (through the Administrative Agent) notify the Borrower of the occurrence of such event and use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the effects of such law, regulation or regulatory requirement or any political subdivision thereof)change therein or in the interpretation thereof and would not, then in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party and (B) the Borrower shall from time to time, forthwith upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient Party such amount as is necessary to compensate such Lender Party for such increased additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail the event leading to such additional cost. A certificate as to , together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such increased additional cost, submitted (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender Party’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the Borrower by best of its knowledge, such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in circumstance is of general application to the commercial banking industry in such Lender Party’s jurisdiction of organization or in the interpretation relevant jurisdiction in which such Lender Party does business. Failure or delay on the part of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or Lender Party to demand compensation pursuant to this Section shall not having the force constitute a waiver of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of Party’s right to demand such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), compensation; provided that the Borrower shall pay not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent date that such Lender reasonably determines Party notifies the Borrower of the circumstance giving rise to such increase in capital increased costs or reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be allocable extended to include the period of retroactive effect thereof, but not more than six months prior to the existence date that such Lender Party notifies the Borrower of the circumstance giving rise to such cost or reductions and of such LenderLender Party’s Commitment hereunder. A certificate as intention to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorclaim compensation therefor.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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)) made, or effective, after the Agreement Date, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining the Term Loan, in any case to or for the account of the Borrower, then the Borrower shall from time to time, upon demand by such Lender pay to the Administrative Agent, for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost and stating that such Lender’s request for payment is consistent with such Lender’s internal policies, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law), which in any such case is adopted, issued, made or effective after the Agreement Date, affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments portion of this typethe Term Loan hereunder, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent Agent, for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend or portion of the Term Loan hereunder. A certificate as to such amounts and stating that such Lender’s request for payment is consistent with such Lender’s internal policies, submitted to the Borrower by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented. (c) [Intentionally omitted]. (d) [Intentionally omitted]. (e) [Intentionally omitted]. (f) Each Lender shall notify AGCO of any event occurring after the date of this Agreement entitling such Lender to compensation under subsection (a) or (b) of this Section within one hundred eighty (180) days, after such Lender obtains actual knowledge thereof; provided that: (i) if any Lender fails to give such notice within one hundred eighty (180) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to such subsection (a) or (b) of this Section in respect of any costs resulting from such event, only be entitled to payment under such subsection (a) or (b) of this Section for costs incurred from and after the date one hundred eighty (180) days prior to the date that such Lender gives such notice; and (ii) each Lender will designate a different Facility Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender or contrary to its policies.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) IfAgreement, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any (x) change in the basis of taxation of payments to the Bank of the principal of or interest on the Loan (excluding changes in the rate of tax payable on the Bank's overall income and bank franchise taxes) or (y) imposition or change in any reserve or similar requirement, and the result of any of the foregoing is an increase in the cost to the Bank of agreeing to make or making, funding or maintaining the Loan (other than the Eurodollar Reserve Percentage), then the Borrower shall from time to time, upon demand by the Bank and within 15 days thereof, pay to the Bank an additional amount sufficient to compensate the Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by the Bank, shall be conclusive and binding for all purposes, absent demonstrable error. (b) If the Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any Lender the Bank or any corporation controlling the Bank and that the amount of such Lender as a result of capital is increased by or based upon the existence of such Lender’s the Loan or the Bank's commitment to lend hereunder and other commitments of this typehereunder, thenthen the Borrower shall, upon within fifteen (15) days after demand by such Lender the Bank, pay to the Bank an additional amount sufficient to compensate the Bank or such corporation (with a copy of such demand to in the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender the Bank reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment the Loan or the Bank's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender the Bank shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c) Prior to making any demand for compensation under this Section 2.10, unless such action would be economically or legally disadvantageous to the Bank in the reasoned opinion of its tax or regulatory advisors, the Bank will (i) designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation to which the Bank is entitled pursuant to this Section 2.10 and (ii) permit the Borrower to prepay all or any part of the Loan together with interest to the date of payment, subject to payment of the cancellation fee in Section 2.5 (if applicable) and payment of funding losses pursuant to Section 2.12.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of of, in each case after the date hereof, any law or regulation made after the date hereof or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding, for purposes of this Section 2.122.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall Borrowers agree to pay, from time to time, upon within ten days after demand by such Lender (with a copy of such demand to the Administrative Agent), pay which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this such type, then, upon within ten days after demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the Borrower shall basis for such demand and a calculation in reasonable detail of the amount demanded, the Borrowers jointly and severally agree to pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereundercommitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower Borrowers by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Lender shall promptly notify the Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Borrowers to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.13 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Lender has given notice of any event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Borrowers and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise disadvantageous to such Lender. (f) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.13 (and without limiting subsection (e) above), if any Lender fails to notify the Borrowers of any event or circumstance that will entitle such Lender to compensation pursuant subsection (a) or (b) above or Section 2.13 within 120 days after such Lender obtains actual knowledge of such event or circumstance, then such Lender shall not be entitled to compensation, from the Borrowers for any amount arising prior to the date which is 120 days before the date on which such Lender notifies the Borrowers of such event or circumstance.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any If a change in any applicable treaty, law, regulation or regulatory requirement (including by introduction or adoption of any new treaty, law, regulation or regulatory requirement) or in the interpretation of thereof or in its application to the Borrower, or if compliance by any law or regulation made after the date hereof or (ii) the compliance Lender Party with any applicable direction, request, requirement or guideline or request from any central bank or other Governmental Authority (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) made requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation, any agency of the United States, the European Union or similar monetary or multinational authority insofar as it may be changed or imposed after the date hereof, there shall be shall: (a) subject any increase in the cost Lender Party to any Lender taxes, levies, duties, charges, fees, deductions or withholdings of agreeing any nature with respect to make its commitment to lend or to issue or participate in Letters of makingCredit and other commitments of such type or the issuance or maintenance of participations in Letters or Credit (or similar contingent obligations) or any part thereof imposed, funding levied, collected, withheld or maintaining Advances assessed by any jurisdiction or any political subdivision or taxing authority thereof (excludingother than taxation on overall net income and, for purposes of this to the extent such taxes are described in Section 2.123.6, any such increased costs resulting from withholding taxes); or (xb) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in change the basis of taxation of to any Lender Party (other than a change in taxation on the overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement; or (c) impose, modify or deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender Party shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, any Lender Party (provided that such Lender Party shall, unless prohibited by law, allocate its capital resources to its obligations hereunder in a manner which is organized consistent with its present treatment of the allocation of its capital resources); or (d) impose on any Lender Party any other condition affecting its commitment to lend or has to issue or participate in Letters of Credit hereunder, and the result of any of the foregoing is either (i) to increase the cost to such Lender Party of making Advances or of issuing or participating in Letters of Credit or maintaining its Commitment or any part thereof, (ii) to reduce the amount of any payment received by such Lender Party or its effective return hereunder or on its capital or (iii) to cause such Lender Party to make any payment or to forego any return based on any amount received or receivable by such Lender Party hereunder, then and in any such case if such increase or reduction in the opinion of such Lender Party materially affects the interests of such Lender Party, (A) the Lender Party concerned shall (through the Administrative Agent) notify the Borrower of the occurrence of such event and use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the effects of such law, regulation or regulatory requirement or any political subdivision thereof)change therein or in the interpretation thereof and would not, then in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party and (B) the Borrower shall from time to time, forthwith upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient Party such amount as is necessary to compensate such Lender Party for such increased additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail the event leading to such additional cost. A certificate as to , together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such increased costadditional cost , submitted (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender Party’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the Borrower by best of its knowledge, such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in circumstance is of general application to the commercial banking industry in such Lender Party’s jurisdiction of organization or in the interpretation relevant jurisdiction in which such Lender Party does business. Failure or delay on the part of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or Lender Party to demand compensation pursuant to this Section shall not having the force constitute a waiver of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of Party’s right to demand such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), compensation; provided that the Borrower shall pay not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent date that such Lender reasonably determines Party notifies the Borrower of the circumstance giving rise to such increase in capital increased costs or reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be allocable extended to include the period of retroactive effect thereof, but not more than six months prior to the existence date that such Lender Party notifies the Borrower of the circumstance giving rise to such cost or reductions and of such LenderLender Party’s Commitment hereunder. A certificate as intention to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorclaim compensation therefor.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made of any court, central bank, regulator or other Governmental Authority after the date hereof, there shall be any Closing Date hereof increases or would increase in the cost (other than in respect of Taxes, except for withholding taxes imposed as the result of any change in law, regulation or treaty first enacted, promulgated or signed after the later of the Closing Date and the date such Participant becomes a Participant (and without limiting the Lessee’s obligations pursuant to Sections 13.4, 13.5 or 15.6 hereof)), to any Lender Participant of, or reduces or would reduce the amount of agreeing any sum receivable by, such Participant in respect of making available, continuing or maintaining (or of its obligation to make available, continue or of making, funding maintain) or maintaining Advances (excluding, for purposes of this prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in Section 2.1212.3 with respect to, any such increased costs resulting from (x) Taxes Loans or Other Taxes (Lessor Amount, as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)case may be, then the Borrower Lessee shall from time to time, upon within thirty (30) days of demand by such Lender Participant together with the certificate referred to below (with a copy of such demand and certificate to the Administrative Collateral Agent), pay to the Administrative Collateral Agent for the account of such Lender Participant additional amounts sufficient to compensate such Lender Participant for such increased costcost or reduced amount receivable; provided, that no Participant shall be entitled to demand such compensation more than ninety (90) days following the last day of the Interest Period in respect of which such demand is made; provided further, however, that the foregoing provision shall in no way limit the right of any Participant to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request if such demand is made within ninety (90) days after the implementation of such retroactive law, interpretation, guideline or request. A reasonably detailed certificate as to the nature and amount of such increased cost, submitted to the Borrower Lessee and the Collateral Agent by such LenderParticipant in good faith, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.09(a) agrees to use reasonable efforts (consistent with internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected cost to be maintained by any Lender of agreeing to make or of making, funding or maintaining a LIBOR Advance (excluding, for purposes of this Section 2.13, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any corporation controlling such Lender as a result political subdivision thereof), then the Borrowers shall from time to time, within 2 Business Days of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, Lender additional amounts sufficient to compensate such Lender in light for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.13 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such circumstancesa designation would avoid the need for, to or reduce the extent amount of, such increased cost that such Lender reasonably determines such increase may thereafter accrue and would not, in capital to be allocable to the existence reasonable judgment of such Lender’s Commitment hereunder, be otherwise disadvantageous to such Lender; provided, further, that no Borrower or Credit Party shall be obligated to compensate any Lender for any such increased cost that accrued more than 12 months prior to the date such Lender notified by Borrowers of such increased cost. A certificate as to the amount of such amounts increased cost, submitted to the Borrower by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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), in each case introduced, adopted or arising after the Effective Date, there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining LC Facility Letters of Credit (excluding, for purposes of this Section 5.04, any such increased costs resulting from Indemnified Taxes and Other Taxes that are indemnifiable pursuant to Section 5.06, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that (A) the Borrower shall not be responsible for costs under this Section 5.04(a) incurred more than 120 days prior to receipt by the Borrower of the demand from the affected Lender Party pursuant to this Section 5.04(a), unless the requirement resulting in such increased costs became effective during such 120-day period and retroactively applies to a date occurring prior to such 120-day period, in which case the Borrower shall be responsible for all such additional amounts described in this Section 5.04(a) from and after such date of effectiveness and (B) a Lender Party claiming additional amounts under this Section 5.04 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of capital required such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or expected directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to be maintained by Basel III are deemed to have been introduced or adopted after the Effective Date, regardless of the date enacted or adopted. (b) If any Lender Party determines that compliance with any law or regulation or any corporation controlling guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender as a result of or based upon the existence of such LenderParty’s commitment to lend hereunder and other commitments of this typecapital, then, upon demand by such Lender or such corporation Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such LenderLender Party’s Commitment commitment to make Advances, or to issue LC Facility Letters of Credit hereunder, or to the issuance or maintenance of any LC Facility Letters of Credit; provided, however, that (A) the Borrower shall not be responsible for costs under this Section 5.04(b) incurred more than 120 days prior to receipt by the Borrower of the demand from the affected Lender Party pursuant to this Section 5.04(b), unless the requirement resulting in such increased costs became effective during such 120-day period and retroactively applies to a date occurring prior to such 120-day period, in which case the Borrower shall be responsible for all such additional amounts described in this Section 5.04(b) from and after such date of effectiveness and (B) a Lender Party claiming additional amounts under this Section 5.04(b) agrees to use reasonable efforts (consistent with internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III are deemed to have been introduced or adopted after the Effective Date, regardless of the date enacted or adopted. (c) If, with respect to any Eurodollar Rate Advances, Appropriate Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Adjusted Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation after the Effective Date shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Senior Secured Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances, to continue to fund or maintain Eurodollar Rate Advances, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any law or regulation made Requirement of Law after the date hereof of this Agreement or (ii) the compliance with any directive, guideline or request from any central bank or other Governmental Authority or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that, in any case under this clause (ii), becomes effective or is issued or made after the date of this Agreement (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any of the Lender Parties of agreeing to make or making, agreeing to participate in or participating in, agreeing to renew or renewing or funding or maintaining any Advances of either Type, or of agreeing to issue or of issuing, maintaining or participating in Letters of Credit or of agreeing to make or of making, funding making or maintaining Swing Line Advances or Letter of Credit Advances, or any reduction in the amount owing to any of the Lender Parties or their respective Applicable Lending Offices under this Agreement in respect of any Advances of either Type (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (yB) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has either of its Applicable Lending Office Offices or any political subdivision thereof), then the Borrower shall hereby agrees to pay, from time to time, time upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate or to reimburse such Lender Party for all such increased costcosts or reduced amounts. A certificate Each of the Lender Parties shall, as promptly as practicable after such Lender Party obtains knowledge of such circumstances and the determination of such Lender Party to request additional compensation from the Borrower pursuant to this subsection (a), provide notice to the Administrative Agent and the Borrower of the circumstances entitling such Lender Party to such additional compensation and the amount of such increased costadditional compensation (including the basis of calculation thereof), submitted to the Borrower by such Lender, which notice shall be conclusive and binding for all purposes, absent manifest error; provided, however, that none of the Lender Parties shall be entitled to additional compensation under this subsection (a) for any such cost incurred or reduced amount suffered from and after the date that is 180 days prior to the date such Lender Party first delivers such notice to the Borrower. In determining any such additional compensation, such Lender Party may use reasonable averaging and attribution methods. If any of the Lenders requests additional compensation from the Borrower under this subsection (a) in respect of its making, participating in or renewing Eurodollar Rate Advances, the Borrower may, upon notice to such Lender (with a copy of such notice to the Administrative Agent), suspend the obligation of such Lender to make, participate in and/or renew Eurodollar Rate Advances until the circumstances giving rise to such request no longer exist and, during such time, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall, notwithstanding the provisions of Section 2.07, be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing. (b) If, due to either (i) If any of the introduction of or any change in or in the interpretation of any law or regulation or (ii) the Lender Parties determines that compliance with any Requirement of Law or any directive, guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that is enacted or becomes effective, or is implemented or is first required or expected to be any increase in complied with after the date of this Agreement, affects the amount of capital required or expected to be maintained by such Lender Party (or either of the Applicable Lending Offices of such Lender Party) or by any Lender or any corporation Person controlling such Lender as a result Party and that the amount of such capital is increased by or is based upon the existence of the commitment of such Lender’s commitment Lender Party to lend hereunder or to issue or participate in Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), thenthen the Borrower hereby agrees to pay, upon demand by such Lender or such corporation Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party or such Person in light of such circumstances, to the extent that such Lender Party or such Person reasonably determines such increase in capital to be allocable to the existence of the commitment of such Lender’s Commitment hereunderLender Party to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate Each of the Lender Parties shall, as promptly as practicable after such Lender Party obtains knowledge of such circumstances and the determination of such Lender Party to request additional compensation from the Borrower pursuant to this subsection (b), provide notice to the Administrative Agent and the Borrower of the circumstances entitling such Lender Party to such amounts submitted to additional compensation and the Borrower by amount of such Lender additional compensation (including the basis of calculation thereof), which notice shall be conclusive and binding for all purposes, absent manifest error; provided, however, that none of the Lender Parties shall be entitled to additional compensation under this subsection (b) for any such increases in capital required from and after the date that is 180 days prior to the date such Lender Party first delivers such notice to the Borrower. In determining any such additional compensation, such Lender Party may use reasonable averaging and attribution methods. (c) If, with respect to any Eurodollar Rate Advances under any of the Facilities, Lenders owed or holding not less than a majority in interest of the aggregate principal amount of all Advances outstanding under such Facility at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, participating in or renewing, or funding or maintaining, their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower (promptly following notice thereof from the Appropriate Lenders) that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any of the other provisions of this Agreement, if the introduction of or any change in or in the interpretation of any Requirements of Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, upon notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will automatically, on the last day of the then existing Interest Period therefor, if permitted under applicable law, or otherwise upon demand, Convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower (promptly following notice thereof from such Lender) that such Lender has determined that the circumstances causing such suspension no longer exist. If the obligation of a Lender to make Eurodollar Rate Advances is suspended pursuant to this subsection (d), then until the circumstances that gave rise to such suspension no longer apply to such Lender, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall, notwithstanding the provisions of Section 2.07, be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing. (e) Each of the Lenders hereby agrees that, upon the occurrence of any circumstances entitling such Lender to additional compensation or to cease making, participating in or renewing, or funding or maintaining, Eurodollar Rate Advances under any of the foregoing provisions of this Section 2.10, such Lender shall use reasonable efforts (consistent with its internal policy and with legal and regulatory restrictions) to designate a different Eurodollar Rate Lending Office for any Eurodollar Rate Advances affected by such circumstances if the making of such designation, in the case of subsection (a) or (b) of this Section 2.10, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue or, in the case of subsection (c) or (d) of this Section 2.10, would allow such Lender to continue to perform its obligations to make, to participate in or renew, or to fund or maintain, Eurodollar Rate Advances, and, in any such case, would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (f) If (i) any of the Lenders entitled to additional compensation under any of the foregoing provisions of this Section 2.10 shall fail to designate a different Eurodollar Rate Lending Office as provided in subsection (e) of this Section 2.10 or if the circumstances entitling any of the Lender Parties to additional compensation under subsection (a) or (b) of this Section 2.10 shall continue to be in effect notwithstanding such designation or since subsection (e) of this Section 2.10 is inapplicable or (ii) the inadequacy or illegality contemplated under subsection (c) or (d) of this Section 2.10, respectively, shall continue with respect to any of the Lenders notwithstanding such designation, then, subject to the terms of Section 8.07(a), the Borrower may cause such Lender Party to (and, if the Borrower so demands, such Lender Party shall) assign all of its rights and obligations under this Agreement to one or more other Persons in accordance with Section 8.07(a); provided that if, upon such demand by the Borrower, such Lender Party elects to waive its request for additional compensation pursuant to subsection (a) or (b) of this Section 2.10, the demand by the Borrower for such Lender Party to so assign all of its rights and obligations under the Agreement shall thereupon be deemed withdrawn. Nothing in subsection (e) of this Section 2.10 or this subsection (f) shall affect or postpone any of the rights of any of the Lender Parties or any of the Obligations of the Borrower under any of the foregoing provisions of this Section 2.10 in any manner.

Increased Costs, Etc. (a) If, due to either (i) If the introduction adoption of or any change in a Requirement of Law or in the interpretation of or application thereof applicable to any law Participant, or regulation made after the date hereof or (ii) the compliance by any Participant with any guideline request or request from any central bank or other Governmental Authority directive (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 Authority, in each case made subsequent to the Documentation Date (whether or, if later, the date on which such Participant becomes a Participant): (i) shall subject such Participant to any tax of any kind whatsoever with respect to any Eurodollar Loans/Certificate Holder Amounts made, continued or not having maintained by it or its obligation to make, continue or maintain Eurodollar Loans/Certificate Holder Amounts, or change the force basis of lawtaxation of payments to such Participant in respect thereof (except for excluded Impositions, any changes in taxes measured by or imposed upon the overall gross or net income, franchise or other taxes (imposed in lieu of such net income tax), there of such Participant or its applicable lending office, branch, or any affiliate thereof); or (ii) shall be impose, modify or hold applicable any increase reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, Loans and Certificate Holder Amounts, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Participant which is not otherwise included in the amount determination of capital required or expected to be maintained by the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Participant any Lender or other condition (excluding any corporation controlling such Lender as a Tax of any kind) whatsoever in connection with the Operative Documents; and the result of any of the foregoing is to increase the cost to such Participant, by a material amount, of making, continuing or based upon the existence of such Lender’s commitment maintaining Eurodollar Loans/Certificate Holder Amounts or to lend reduce any amount receivable hereunder and other commitments of this typein respect thereof, then, in any such case, upon demand by such Lender or such corporation (with a copy of such demand notice to the Administrative Agent)Lessee from such Participant, the Borrower shall pay to through the Administrative Agent for and/or the account of Agent Certificate Holder, in accordance herewith, the Lessee shall pay such Lender, from time to time as specified by such Lender, Participant any additional amounts sufficient necessary to compensate such Lender Participant for such increased cost or reduced amount receivable; provided that, in light any such case, the Lessee may elect to convert the Eurodollar Loans/Certificate Holder Amounts made by such Participant hereunder to Base Rate Loans/Certificate Holder Amounts by giving the Administrative Agent at least one (1) Business Day's notice of such circumstanceselection, in which case the Lessee shall promptly pay to such Participant, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 13.10. All payments required by this Section 13.9(a) shall be made by the Lessee within ten (10) Business Days after demand by the affected Participant. The Lessee shall not be obligated to reimburse any Participant for any increased cost or reduced return incurred more than one hundred eighty (180) days after the date that such Participant receives actual notice of such increased cost or reduced return unless such Participant gives notice thereof to the Lessee in accordance with this Section 13.9 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Lessee, through the Administrative Agent and/or the Agent Certificate Holder, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation thereof (including the method by which such Participant allocated such amounts to the Lessee). Such a certificate as to any additional amounts payable pursuant to this clause submitted by such Participant, through the Administrative Agent and/or the Agent Certificate Holder, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender Lessee shall be conclusive and binding for all purposes, absent in the absence of manifest error. This covenant shall survive the termination of this Participation Agreement and the payment of the Loans and Certificate Holder Amounts and all other amounts payable hereunder. (b) Each Participant shall use its reasonable efforts to reduce or eliminate any unlawfulness or claim for compensation pursuant to Sections 13.7, 13.8 or 13.9(a), including, without limitation, a change in the office of such Participant at which its obligations related to this Participation Agreement are maintained if such change will cure the unlawfulness or avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any such claim of unlawfulness or for compensation shall not be eliminated or waived, the Lessee shall have the right to replace the affected Participant with a new financial institution that shall succeed to the rights of such Participant under this Participation Agreement; provided, however, that such Participant shall not be replaced hereunder until it has been paid in full such claim and all other amounts owed to it hereunder.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made ), in each case, that becomes effective after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.08, any such increased costs resulting from (x) Taxes, taxes or other charges which are excluded from the definition of Taxes in Section 2.10(a) hereof or Other Taxes (as to which Section 2.13 2.10 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.08(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in each case, that becomes effective after the date hereof, affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances, Lenders owed at least 50% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to continue to fund or maintain Eurodollar Rate Advances and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request issued or promulgated after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, excluding for purposes of this Section 2.12, 2.10 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yii) changes in the rate or basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand on or prior to the third Business Day following receipt by the Borrower of the certificate referred to below from such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that the Borrower shall not be responsible for costs under this Section 2.10(a) arising more than 90 days prior to receipt by the Borrower of the certificate from the affected Lender pursuant to this Section 2.10(a) with respect to such costs; provided further that a Lender Party claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased costcost (together with a schedule setting forth in reasonable detail the calculation thereof), submitted to the Borrower by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender Party determines that compliance with any law or regulation or (ii) the compliance with any guideline or request issued or promulgated after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender Party or any corporation controlling such Lender as a result Party and that the amount of such capital is increased by or based upon the existence of such Lender’s Lender Party's commitment to lend or to issue Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of the Letters of Credit (or similar contingent obligations), then, upon demand on or prior to the third Business Day following receipt by the Borrower of the certificate referred to below from such Lender or such corporation Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunderLender Party's commitment to lend or to issue Letters of Credit hereunder or to the issuance or maintenance of any Letters of Credit; provided, however, that, the Borrower shall not be responsible for costs under this Section 2.10(b) arising more than 90 days prior to receipt by the Borrower of the certificate from the affected Lender pursuant to this Section 2.10(b) with respect to such costs. A certificate as to such amounts (together with a schedule setting forth in reasonable detail the calculation thereof) submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Prime Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or, after the date hereof, any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, on the last day of the then existing Interest Period therefor, if permitted by applicable law, or otherwise upon such demand, Convert into a Prime Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change Change in or in the interpretation of any law or regulation made after the date hereof Law or (ii) the compliance with any guideline or request or directive from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), (A) made after the date hereofany reserve, deposit, or similar requirement is or shall be imposed, modified or deemed applicable in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or any Advances or obligations to make Advances hereunder or hereby, or (B) there shall be imposed on the Issuing Bank or any other Lender Party any other condition regarding any Letter of Credit, Advance, or obligations to make Advances hereunder, and the result of the foregoing is to increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining SOFR Advances (or Base Rate Advances determined with reference to Term SOFR) or, in the case of any Issuing Bank or Revolving Credit Lender, of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (x) Taxes described in the definitions of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation imposition, or the rate, of overall net income any taxes, levies, imposts, deductions, charges, withholdings or overall gross income by liabilities that are excluded from the United States definition of America Taxes), or by to reduce the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision amount receivable in respect thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased costcost or reduced receipt. A certificate as to the amount of such increased costcost or reduced receipt, submitted to the Borrower by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained herein to the contrary, the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.10(a) for any such increased cost or reduced receipt incurred more than one-hundred-eighty (180) days prior to the date that such Lender or Issuing Bank demands compensation therefor; provided that, if the circumstance giving rise to such increased cost or reduced receipt is retroactive, then such 180 day period shall be extended to include the period of retroactive effect thereof. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender Party determines that any compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital or liquidity required or expected to be maintained by any such Lender Party or any corporation holding company controlling such Lender as a result Party and that the amount of such capital or liquidity is increased by or based upon the existence of such LenderLender Party’s commitment to lend hereunder and other commitments or to issue or participate in Letters of this typeCredit hereunder, then, upon demand by such Lender Party or such corporation holding company (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital or liquidity to be allocable to the existence of such LenderLender Party’s Commitment hereundercommitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit, for any reduction in the rate of return on such Lender Party’s capital or liquidity or on the capital or liquidity of such Lender Party’s holding company. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained herein to the contrary, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.10(b) for any such increased cost incurred more than one-hundred-eighty (180) days prior to the date that such Lender demands compensation therefor; provided that, if the circumstance giving rise to such increased cost is retroactive, then such 180 day period shall be extended to include the period of retroactive effect thereof. (c) [Reserved]. (d) Notwithstanding any other provision of this Agreement, but subject to Section 2.10(g) below, if (x) any Change in Law shall make it unlawful or impractical, or any central bank or other Governmental Authority shall assert that it is unlawful or impractical, for any Lender or its Applicable Lending Office to perform its obligations hereunder to make SOFR Advances (or Base Rate Advances determined with reference to Term SOFR) or to continue to fund or maintain SOFR Advances (or Base Rate Advances determined with reference to Term SOFR) hereunder, or to charge interest rates based upon Term SOFR, (y) the Required Lenders determine that, for any reason in connection with any request for a SOFR Advance or a conversion to or continuation thereof, Term SOFR cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period, or (z) the Required Lenders determine that Term SOFR will not adequately reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances, then, in any case of clauses (x), (y) or (z), on notice thereof and demand therefor by such Lender (in the case of clause (x)) to the Borrower through the Administrative Agent or by the Administrative Agent on behalf of the Required Lenders (in the case of clauses (y) or (z)) to the Borrower, (i) each SOFR Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance (and, if applicable, determined without reference to Term SOFR), and the Borrower shall pay accrued interest on the amount so Converted, (ii) with respect to each Base Rate Advance under each Facility under which such Lender has a Commitment, to the extent such Base Rate Advance is determined with reference to Term SOFR, interest upon such Base Rate Advance of such Lender after the date specified in such Lender’s notice shall accrue interest at the rate then applicable to Base Rate Advances without reference to the Term SOFR component thereof, and (iii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, SOFR Advances (or Base Rate Advances determined with reference to Term SOFR) shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has (in the case of clause (x)), or the Required Lenders have (in the case of clauses (y) or (z)), determined that the circumstances causing such suspension no longer exist. Upon receipt of the initial notice from the Administrative Agent described in the immediately preceding sentence, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances or, failing that, will be deemed to have converted such request into a request for a Base Rate Advance in the amount specified therein, without any cost, expense or penalty (including no cost, expense or penalty of the type described in Section 9.04) to the Borrower. (e) [Reserved]. (f) [Reserved].

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.09(a) agrees to use reasonable efforts (consistent with internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lenders, be otherwise disadvantageous to such Lender.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that the Borrowers shall not be responsible for costs under this Section 2.09(a) arising more than 120 days prior to receipt by the Borrowers of the demand from the affected Lender pursuant to this Section 2.09(a); provided further that a Lender claiming additional amounts under this Section 2.11(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typesuch type (or similar contingent obligations), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereundercommitment to lend; provided, however, that the Borrowers shall not be responsible for costs under this Section 2.09(b) arising more than 180 days prior to receipt by the Borrowers of the demand from the affected Lender pursuant to this Section 2.09(b). A certificate as to such amounts submitted to the Borrower Borrowers by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Term Loan Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (e) In the event that any Lender demands payment of costs or additional amounts pursuant to Section 2.09 or Section 2.11 or asserts, pursuant to Section 2.09(d), that it is unlawful for such Lender to make Eurodollar Rate Advances or becomes a Defaulting Lender then (subject to such Lender’s right to rescind such demand or assertion within 10 days after the notice from the Borrowers referred to below) the Borrowers may, upon 20 days’ prior written notice to such Lender and the Administrative Agent, elect to cause such Lender to assign its Term Loan Advances and Term Loan Commitments in full to one or more Persons selected by the Borrowers so long as (a) each such Person satisfies the criteria of an Eligible Assignee and is reasonably satisfactory to the Administrative Agent, (b) such Lender receives payment in full in cash of the outstanding principal amount of all Term Loan Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Lender as of the date of such assignment (including amounts owing pursuant to Sections 2.09, 2.11, 2.14 and 8.04) and (c) each such Lender assignee agrees to accept such assignment and to assume all obligations of such Lender assignor hereunder in accordance with Section 8.07.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after upon or otherwise issued to the date hereof or (ii) the compliance with any guideline or request from Banks by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject any Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Banks of the principal of or the interest on the Loans or any other amounts payable to the Banks hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of any Bank in respect of the transactions contemplated herein, or (iv) impose on any Bank any other condition or requirement with respect to this Agreement or any Loan, and the result of any of the foregoing is (A) to increase the cost to any Bank of making, funding or maintaining all or any part of the Loans, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained any Bank hereunder, or (C) to require any Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any Lender sum receivable or any corporation controlling deemed received by such Lender as a result of or based upon Bank from the existence of such Lender’s commitment to lend hereunder Borrowers, jointly and other commitments of this typeseverally, hereunder, then, upon demand by and in each such Lender or such corporation (with a copy of such demand to the Administrative Agent)case not otherwise provided for hereunder, the Borrower shall will upon demand made by such Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Administrative Agent for the account of such Lender, from time to time as specified by Bank such Lender, additional amounts as will be sufficient to compensate such Lender Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in light the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Bank shall have determined that any applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including, without limitation, any change according to a prescribed schedule of increasing requirements, whether now existing or hereafter in effect, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, Loans hereunder, which has or would have the effect of reducing the return on such Bank's capital to a level below that which such Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by such Bank to be material, such Bank shall promptly after its determination of such circumstances, occurrence give notice thereof to the extent that Borrowers. In such Lender reasonably determines event, commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder to such Bank shall increase by an amount which will, in capital to be allocable such Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the existence Borrowers, compensate the Bank for such reduction, the Bank's determination of such Lender’s Commitment hereunder. A certificate as amount to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposesupon the Loan Parties, absent manifest error. In determining such amount, the Bank may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any law or regulation made Requirement of Law after the date hereof of this Agreement or (ii) the compliance with any directive, guideline or request from any central bank or other Governmental Authority or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that, in any case under this clause (ii), becomes effective or is issued or made after the date of this Agreement (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any of the Lender Parties of agreeing to make or making, agreeing to participate in or participating in, agreeing to renew or renewing or funding or maintaining any Advances of either Type, or of agreeing to issue or of issuing, maintaining or participating in Letters of Credit or of agreeing to make or of making, funding making or maintaining Swing Line Advances or Letter of Credit Advances, or any reduction in the amount owing to any of the Lender Parties or their respective Applicable Lending Offices under this Agreement in respect of any Advances of either Type (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yB) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has either of its Applicable Lending Office Offices or any political subdivision thereof), then the Borrower shall hereby agrees to pay, from time to time, time upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate or to reimburse such Lender Party 61 -58- for all such increased costcosts or reduced amounts. A certificate Each of the Lender Parties shall, as promptly as practicable after such Lender Party obtains knowledge of such circumstances and the determination of such Lender Party to request additional compensation from the Borrower pursuant to this subsection (a), provide notice to the Administrative Agent and the Borrower of the circumstances entitling such Lender Party to such additional compensation and the amount of such increased costadditional compensation (including the basis of calculation thereof), submitted to the Borrower by such Lender, which notice shall be conclusive and binding for all purposes, absent manifest error; provided, however, that none of the Lender Parties shall be entitled to additional compensation under this subsection (a) for any such cost incurred or reduced amount suffered from and after the date that is 180 days prior to the date such Lender Party first delivers such notice to the Borrower. In determining any such additional compensation, such Lender Party may use reasonable averaging and attribution methods. If any of the Lenders requests additional compensation from the Borrower under this subsection (a) in respect of its making, participating in or renewing Eurodollar Rate Advances, the Borrower may, upon notice to such Lender (with a copy of such notice to the Administrative Agent), suspend the obligation of such Lender to make, participate in and/or renew Eurodollar Rate Advances until the circumstances giving rise to such request no longer exist and, during such time, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall, notwithstanding the provisions of Section 2.07, be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing. (b) If, due to either (i) If any of the introduction of or any change in or in the interpretation of any law or regulation or (ii) the Lender Parties determines that compliance with any Requirement of Law or any directive, guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that is enacted or becomes effective, or is implemented or is first required or expected to be any increase in complied with after the date of this Agreement, affects the amount of capital required or expected to be maintained by such Lender Party (or either of the Applicable Lending Offices of such Lender Party) or by any Lender or any corporation Person controlling such Lender as a result Party and that the amount of such capital is increased by or is based upon the existence of the commitment of such Lender’s commitment Lender Party to lend hereunder or to issue or participate in Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), thenthen the Borrower hereby agrees to pay, upon demand by such Lender or such corporation Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party or such Person in light of such circumstances, to the extent that such Lender Party or such Person reasonably determines such increase in capital to be allocable to the existence of the commitment of such Lender’s Commitment hereunderLender Party to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate Each of the Lender Parties shall, as promptly as practicable after such Lender Party obtains knowledge of such circumstances and the determination of such Lender Party to request additional compensation from the Borrower pursuant to this subsection (b), provide notice to the Administrative Agent and the Borrower of the circumstances entitling such Lender Party to such amounts submitted to additional compensation and the Borrower by amount of such Lender additional compensation (including the basis of calculation thereof), which notice shall be conclusive and binding for all purposes, absent manifest error; provided, however, that none of the Lender Parties shall be entitled to additional compensation under this subsection (b) for any such increases in capital required from and after the date that is 180 days prior to the date such Lender Party first delivers such notice to the Borrower. In determining any such additional compensation, such Lender Party may use reasonable averaging and attribution methods. (c) If, with respect to any Eurodollar Rate Advances under any of the Facilities, Lenders owed or holding not less than a majority in interest of the aggregate principal amount of all Advances outstanding under such Facility at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, participating in or renewing, or funding or maintaining, their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower (promptly following notice thereof from the Appropriate Lenders) that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any of the other provisions of this Agreement, if the introduction of or any change in or in the interpretation of any Requirements of Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, upon notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will automatically, on the last day of the then existing Interest Period therefor, if permitted under applicable law, or otherwise upon demand, Convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower (promptly following notice thereof from such Lender) that such Lender has determined that the circumstances causing such suspension no longer exist. If the obligation of a Lender to make Eurodollar Rate Advances is suspended pursuant to this subsection (d), then until the circumstances that gave rise to such suspension no longer apply to such Lender, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall, notwithstanding the provisions of Section 2.07, be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing. (e) Each of the Lenders hereby agrees that, upon the occurrence of any circumstances entitling such Lender to additional compensation or to cease making, participating in or renewing, or funding or maintaining, Eurodollar Rate Advances under any of the foregoing provisions of this Section 2.10, such Lender shall use reasonable efforts (consistent with its internal policy and with legal and regulatory restrictions) to designate a different Eurodollar Rate Lending Office for any Eurodollar Rate Advances affected by such circumstances if the making of such designation, in the case of subsection (a) or (b) of this Section 2.10, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue or, in the case of subsection (c) or (d) of this Section 2.10, would allow such Lender to continue to perform its obligations to make, to participate in or renew, or to fund or maintain, Eurodollar Rate Advances, and, in any such case, would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (f) If (i) any of the Lenders entitled to additional compensation under any of the foregoing provisions of this Section 2.10 shall fail to designate a different Eurodollar Rate Lending Office as provided in subsection (e) of this Section 2.10 or if the circumstances entitling any of the Lender Parties to additional compensation under subsection (a) or (b) of this Section 2.10 shall continue to be in effect notwithstanding such 63 -60- designation or since subsection (e) of this Section 2.10 is inapplicable or (ii) the inadequacy or illegality contemplated under subsection (c) or (d) of this Section 2.10, respectively, shall continue with respect to any of the Lenders notwithstanding such designation, then, subject to the terms of Section 8.07(a), the Borrower may cause such Lender Party to (and, if the Borrower so demands, such Lender Party shall) assign all of its rights and obligations under this Agreement to one or more other Persons in accordance with Section 8.07(a); provided that if, upon such demand by the Borrower, such Lender Party elects to waive its request for additional compensation pursuant to subsection (a) or (b) of this Section 2.10, the demand by the Borrower for such Lender Party to so assign all of its rights and obligations under the Agreement shall thereupon be deemed withdrawn. Nothing in subsection (e) of this Section 2.10 or this subsection (f) shall affect or postpone any of the rights of any of the Lender Parties or any of the Obligations of the Borrower under any of the foregoing provisions of this Section 2.10 in any manner.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the official interpretation of any law or regulation regulation, in each case that becomes effective or is made after the date hereof hereof, or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority that becomes effective or is made after the date of this Agreement (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.122.08, any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.13 2.10 shall govern) and (yB) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon within 10 Business Days after written demand by such Lender setting forth in reasonable detail the basis for calculating such increased cost owed to such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, that the Borrower shall not be liable in respect of any such increased cost if such Lender became aware and failed to endeavor to notify the Borrower, within 30 days of the date such Lender became aware of such increased cost, in accordance with the preceding sentence if and to the extent that such notice would have avoided or lessened payment by the Borrower hereunder relating to such period. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposesconstitute prima facie evidence of any such amounts payable pursuant to this clause, absent manifest error. (b) If, due to either (i) the introduction of or If any change Lender determines reasonably and in or in the interpretation of good faith that compliance with 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), there shall be any increase in ) that becomes effective or is made after the date hereof affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this typehereunder, then, upon within 10 Business Days after written demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment to lend hereunder. A certificate as to setting forth in reasonable detail the basis of calculation of such additional amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposesconstitute prima facie evidence of any such amounts payable pursuant to this clause, absent manifest error. (c) If, with respect to any Advance, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advance will not adequately reflect the cost to such Lenders of making, funding or maintaining their Advance for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, bear interest at the Federal Funds Rate in effect from time to time during each succeeding Interest Period, plus the Applicable Margin, and (ii) the obligation of the Lenders to make Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Lending Office to perform its obligations hereunder to make Eurodollar Advances or to continue to fund or maintain the Eurodollar Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Advance of such Lender will automatically, upon such demand, at the end of the current Interest Period therefor (or sooner if required by law), bear interest at the Federal Funds Rate in effect from time to time during each succeeding Interest Period, plus the Applicable Margin, and (ii) the obligation of such Lender to make Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. The Borrower may elect to terminate such Lender as a party to this Agreement in accordance with Section 2.08(f). (e) Without affecting any of its rights under the Loan Documents, prior to making any claim for increased costs under this Section 2.08 or for additional amounts under Section 2.10, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would, (i) in the case of clauses (a) and (b) above or pursuant to Section 2.10, avoid the need for, or reduce the amount of, additional amounts to be paid under Section 2.10 or the relevant increased costs or (ii) in the case of clause (d) above, allow such Lender to continue to perform its obligations to make Advances or to continue to fund or maintain Advances and would not, in either case, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (f) If the Borrower becomes obligated to pay additional amounts to any Lender pursuant to this Section 2.08 or Section 2.10 of this Agreement as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless the Lender to which such conditions apply has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, the Borrower may, so long as no Default shall have occurred and be continuing, designate another lender which is willing to purchase all rights and obligations of such Lender and which is acceptable to the Administrative Agent (such lender being herein called a "Replacement Lender") to purchase for cash all of the rights and obligations of such Lender under this Agreement and assume all of such Lender's rights and obligations hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances, expense reimbursements, fees (including, without limitation, the assignment fee under Section 9.07(a)) and indemnities and other amounts in respect of that Lender's Commitment and Advances hereunder. Such Lender shall consummate such sale in accordance with the assignment provisions of Section 9.07 as promptly as reasonably practicable. (g) If the Borrower becomes obligated to pay additional amounts to any Lender pursuant to this Section 2.08 or Section 2.10 of this Agreement as a result of any condition described in such Sections, the Borrower shall be entitled to prepay the Advances of any Lender affected by such conditions by providing five Business Days prior written notice to the Administrative Agent of such prepayment (which prepayment shall occur not more than 20 days after the date of such notice); provided, that, if more than one Lender is affected at any time, then the Advances of such Lenders must be treated the same pursuant to this Section 2.08. On the date of any such prepayment, the Borrower shall pay the principal amount of the Advance to be prepaid, together with interest accrued thereon to the date of prepayment, all other amounts due hereunder and, subject to breakage costs pursuant to Section 2.12. If the Borrower prepays the Advances of any Lender in accordance with this Section 2.08, the Commitment of the Lender so prepaid shall terminate.

Increased Costs, Etc. (a) If, due to either (i) If the introduction adoption of or any change in a Requirement of Law or in the interpretation of or application thereof applicable to any law Certificate Holder, or regulation made after the date hereof or (ii) the compliance by any Certificate Holder with any guideline request or request directive (whether or not having MW 1997-1 Trust Participation Agreement the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Closing Date (whether or not having the force of law) made after or, if later, the date hereof, there on which such Certificate Holder becomes a Certificate Holder): (i) shall be any increase in subject such Certificate Holder or the cost Trust Certificates to any Lender tax of agreeing any kind whatsoever with respect to make any Advance made, continued or of makingmaintained by it or its obligation to make, funding continue or maintaining Advances (excludingmaintain Advances, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in change the basis of taxation of payments to such Certificate Holder in respect thereof (except for any changes in taxes measured by or imposed upon the overall gross or net income, franchise or other taxes (imposed in lieu of such net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereoftax), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative AgentCertificate Holder or its applicable lending office or branch); or (ii) shall impose, pay to the Administrative Agent 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, Trust Certificates, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender Certificate Holder which is not otherwise already included in the determination hereunder of the interest rate applicable to the Trust Certificates held by such Certificate Holder; or (iii) shall change the basis of taxation of payments of principal and interest due from the Lessee to such Certificate Holder hereunder or under the Trust Certificates (other than by a change in taxation of the overall gross or net income of such Certificate Holder); or (iv) shall impose on such Certificate Holder any other condition (excluding any Tax of any kind) affecting its Advances or its obligation to make Advances; and the result of any of the foregoing is to increase the cost to such Certificate Holder of making, continuing or maintaining any Advance hereunder or to reduce any amount receivable by such Certificate Holder in respect thereof, then, in any such case, upon notice to the Lessee from such Certificate Holder, through the Lessor Trustee, in accordance herewith, the Lessee shall pay such Certificate Holder any additional amounts sufficient necessary to compensate such Lender Certificate Holder for such increased costcost or reduced amount receivable. A certificate as All payments required by this Section 6.5 shall be made by the Lessee within fifteen (15) Business Days after demand by the affected Certificate Holder. If any Certificate Holder makes a claim for compensation, it shall provide to the Lessee a certificate setting forth the computation of the increased cost or reduced amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of any event mentioned herein in reasonable detail and such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive if reasonably determined. This covenant shall survive the termination of this Participation Agreement and binding for the payment of the Trust Certificates and all purposes, absent manifest errorother amounts payable hereunder.

Increased Costs, Etc. (a) IfAnything here in to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after upon or otherwise issued to the date hereof or (ii) the compliance with any guideline or request from Banks by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject any Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Banks of the principal of or the interest on the Loans or any other amounts payable to the Banks hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of any Bank in respect of the transactions contemplated herein, or (iv) impose on any Bank any other condition or requirement with respect to this Agreement or any Loan, and the result of any of the foregoing is (A) to increase the cost to any Bank of making, funding or maintaining all or any part of the Loans, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained any Bank hereunder, or (C) to require any Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any Lender sum receivable or any corporation controlling deemed received by such Lender as a result of or based upon Bank from the existence of such Lender’s commitment to lend hereunder and other commitments of this typeBorrower hereunder, then, upon demand by and in each such Lender or such corporation (with a copy of such demand to the Administrative Agent)case not otherwise provided for hereunder, the Borrower shall will upon demand made by such Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Administrative Agent for the account of such Lender, from time to time as specified by Bank such Lender, additional amounts as will be sufficient to compensate such Lender Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in light the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Bank shall have determined that any applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including, without limitation, any change according to a prescribed schedule of increasing requirements, whether now existing or hereafter in effect, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, Loans hereunder, which has or would have the effect of reducing the return on such Bank's capital to a level below that which such Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by such Bank to be material, such Bank shall promptly after its determination of such circumstances, occurrence give notice thereof to the extent that Borrower. In such Lender reasonably determines event, commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder to such Bank shall increase by an amount which will, in capital to be allocable such Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the existence Borrower, compensate the Bank for such reduction, the Bank's determination of such Lender’s Commitment hereunder. A certificate as amount to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposesupon the Loan Parties, absent manifest error. In determining such amount, the Bank may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the cost to any Holder of funding or maintaining Securities bearing interest at the Eurodollar Rate (excluding, for purposes of this Section 312, any such increased costs resulting from (x) Taxes or Other Taxes which shall be governed exclusively by Section 313 and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by any foreign jurisdiction (or any of their political subdivisions) under the laws of which such Holder is organized, a resident for tax purposes or otherwise doing business (other than a jurisdiction in which such Person is deemed to be resident or doing business solely as a result of entering into, performing its obligations under, or receiving payment in respect of, any Loan Document), then the Company shall from time to time, upon demand by such Holder (with a copy of such demand to the Indenture Trustee), pay to such Holder additional amounts sufficient to compensate such Holder for such increased cost. A certificate as to the amount of such increased cost, submitted to the Company by such Holder, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Holder determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any Lender such Holder or any corporation controlling such Lender as a result Holder and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typeHolder's investment in the Securities, then, upon demand by such Lender Holder or such corporation (with a copy of such demand to the Administrative AgentIndenture Trustee), the Borrower Company shall pay to the Administrative Agent for the account of such LenderHolder, from time to time as specified by such LenderHolder, additional amounts sufficient to compensate such Lender Holder in the light of such circumstances, to the extent that such Lender Holder reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunderHolder's investment in the Securities. A certificate as to such amounts submitted to the Borrower Company by such Lender Holder shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Indenture, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Holder to perform its obligations hereunder to continue to hold Securities bearing interest at the Eurodollar Rate hereunder, then, on notice thereof and demand therefor by such Holder to the Company (with a copy of such demand to the Indenture Trustee), all Securities will automatically, upon such demand, convert to bear interest at the Fixed Rate.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost Credit Agreement to any Lender of agreeing to make or of making, funding or maintaining Advances (excludingEurodollar Rate Advances, for purposes then, if such costs are or will be charged to customers of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)generally, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased costcosts setting forth in reasonable detail the calculations used in determining such increased costs, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything to the contrary contained in this subsection (a), a Lender shall only be entitled to receive reimbursement for such increased costs to the extent incurred within 90 days prior to, and at any time after, the date on which such Lender gives to the Borrower a notice that an event has occurred as a result of which such increased costs will arise or a notice that the Borrower is obligated to pay increased costs, whichever first occurs. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation occurring on or after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law)) issued on or after the 90th day prior to the date hereof, any Lender determines that there shall be any increase in the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment to lend hereunder. A certificate as to such amounts setting forth in reasonable detail the calculations used in determining such amounts, submitted to the Borrower and the Administrative Agent by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything to the contrary contained in this subsection (b), a Lender shall only be entitled to receive reimbursement for such additional amounts pursuant to this subsection (b) to the extent incurred within 90 days prior to, Credit Agreement and at any time after, the date on which such Lender gives to the Borrower a notice that an event has occurred as a result of which such additional amounts will arise or a notice that the Borrower is obligated to pay such additional amounts, whichever first occurs. (c) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended. (d) Any Lender claiming any additional amounts payable pursuant to Section 2.10(a) and 2.10(b) shall, upon request from the Borrower delivered to such Lender and the Administrative Agent specifying an Eligible Assignee willing and able to assume and accept all such Lender's right and obligations under this Agreement and the other Loan Documents, assign, in accordance with the provisions of Section 8.07, all of its rights and obligations under this Agreement and the other Loan Documents to another Lender or an Eligible Assignee in consideration for (i) the payment by such assignee to the Lender of the principal of, and interest on, the Note or Notes of such Lender accrued to the date of such assignment, together with any and all other amounts owing to such Lender under any provision of this Agreement or the other Loan Documents accrued to the date of such assignment and (ii) the release of such Lender from any further liability hereunder. The processing and recordation fee required under Section 8.07(a) shall be paid by the Borrower under this Section 2.10(d).

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the cost (other than in taxes, including interest, additions to tax and penalties relating thereto except to the extent that the same are required to be paid pursuant to Section 2.12 hereof) to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.09 any such increased costs resulting from (i) Taxes, Other Taxes, Excluded Taxes or taxes excluded from the definitions of Taxes or Other Taxes in Section 2.12(e) or from indemnification pursuant to Section 2.12(f) (as to which Section 2.12 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Paying Agent), pay to the Paying Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation Party (with a copy of such demand to the Administrative Paying Agent), the Borrower shall pay to the Administrative Paying Agent for the account of such the Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder's commitment to lend. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Paying Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost (excluding for purposes of this Section 2.09 any such increased costs resulting from (i) Taxes, Other Taxes, Excluded Taxes or taxes excluded from the definitions of Taxes or Other Taxes in Section 2.12(e) or from indemnification pursuant to Section 2.12(f) (as to which Section 2.12 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof) to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Paying Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance under any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Paying Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, excluding for purposes of this Section 2.12, 2.09 any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and or (yB) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that a Lender claiming additional amounts under this Section 2.09(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender be otherwise disadvantageous to such Lender. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.09(a), it will promptly notify the Borrower (with a copy of such notice to the Administrative Agent) of the event by reason of which it has become so entitled and provide a detailed calculation of the amount to be paid; provided that no Lender shall be required to disclose in connection with such calculation any information that it deems to be proprietary or confidential, including, without limitation, any allocation of internal costs. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment to lend hereunder; provided that, before making any such demand, such Lender will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would allow such Lender or its Lending Office to continue to perform its obligations to make Advances or to continue to fund or maintain Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.09(b), it will promptly notify the Borrower (with a copy of such notice to the Administrative Agent) of the event by reason of which it has become so entitled and provide a detailed calculation of the amount to be paid; provided that no Lender shall be required to disclose in connection with such calculation any information that it deems to be proprietary or confidential, including, without limitation, any allocation of internal costs. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Advances, a majority in interest of the Lenders participating in such Advances notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower, whereupon (i) each such Advance will automatically, on the last day of the then existing Interest Period therefor, cease to bear interest pursuant to Section 2.06(a) and from such date bear interest at a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) 6.25%, payable in arrears semi-annually on the last day of December and June until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist and (ii) the Borrower shall pay interest on the unpaid principal amount of each Advance made after the giving of such notice by the Required Lenders from the date of such Advance until the earlier of (A) the payment in full of such Advance and (B) the date upon which the Administrative Agent has notified the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist, at a rate per annum equal to the actual cost incurred by the Lenders in making such Advance plus 6.25%, payable in arrears semi-annually on the last day of December and June. A certificate as to the rate referred to in clause (ii) above submitted to the Borrower by such Lenders shall be conclusive and binding for all purposes, absent manifest error. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Lending Office to perform its obligations hereunder to make Advances or to continue to fund or maintain Advances hereunder, then, on notice thereof and demand therefor by the Required Lenders to the Borrower through the Administrative Agent, (i) each Advance will automatically, on such demand, cease to bear interest pursuant to Section 2.06(a) and from such demand bear interest at a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) 6.25%, payable in arrears semi-annually on the last day of each December and June until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist, and (ii) the Borrower shall pay interest on the unpaid principal amount of each Advance made after the giving of such notice by the Required Lenders from the date of such Advance until the earlier of (A) the payment in full of such Advance and (B) the date upon which the Administrative Agent has notified the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist, at a rate per annum equal to the actual cost incurred by the Lenders in making such Advance plus 6.25%, payable in arrears semi-annually on the last day of December and June; provided that, before making any such demand, such Lender will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would allow such Lender or its Lending Office to continue to perform its obligations to make Advances or to continue to fund or maintain Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the rate referred to in clause (ii) above submitted to the Borrower by such Lenders shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Paying Agent), pay to the Administrative Paying Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority enacted, promulgated, issued or made after the date hereof (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party's commitment to lend hereunder and other commitments of such type, then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Paying Agent), the Borrower shall pay to the Paying Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional Alliance Credit Agreement 45 45 amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) If, due with respect to either any Eurodollar Rate Advances under any Facility, Lenders owed at least 50% of the then aggregate unpaid principal thereof notify the Paying Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Paying Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Paying Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation after the date hereof shall make it unlawful, 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)governmental authority shall assert that it is unlawful, there shall be any increase in the amount of capital required or expected to be maintained by for any Lender or any corporation controlling such Lender as a result of its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typecontinue to fund or maintain Eurodollar Rate Advances hereunder, then, upon on notice thereof and demand therefor by such Lender or such corporation (with a copy of such demand to the Administrative Borrower through the Paying Agent), (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Paying Agent shall notify the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines has determined that the circumstances causing such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such suspension no longer exist. (e) All amounts submitted to the Borrower by such Lender paid hereunder shall be conclusive and binding for all purposes, absent manifest errorwithout duplication of any amounts included within the definition of the term "Eurodollar Rate".

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority enacted, promulgated, issued or made after the date hereof (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s ’ commitment to lend hereunder and other commitments of this typelend, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances, Lenders owed at least 50% of the then aggregate unpaid principal thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation after the date hereof shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) All amounts paid hereunder shall be without duplication of any amounts included within the definition of the term “Eurodollar Rate”.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the cost to any Lender or the Administrative Agent of agreeing to make or of making, funding or maintaining Loans (excluding, for purposes of this Section 2.07, any such increased costs resulting from (x) Indemnified Taxes or Other Taxes (as to which Section 2.09 shall govern) and (y) changes in the basis or rate of taxation of overall net income by the jurisdiction under the laws of which such Lender or the Administrative Agent is organized or has its Lending Office or any political subdivision thereof), then the Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent) or the Administrative Agent, pay to the Administrative Agent for the account of such Lender or for its own account within 10 calendar days after receipt of an invoice from such Lender or the Administrative Agent additional amounts sufficient to compensate such Lender or the Administrative Agent for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower Representative by such Lender or the Administrative Agent, shall be conclusive and binding for all purposes, absent manifest error. (14) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder make Loans and other commitments of this typesuch type (or similar Guaranteed Debts), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to the Administrative Agent for the account of such Lender, Lender within 10 calendar days after receipt of an invoice from time to time as specified by such Lender from such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines in its reasonable discretion such increase in capital to be allocable to the existence of such Lender’s Commitment hereundercommitment to make Loans. A certificate as to such amounts submitted to the Borrower Representative by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request made after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes or LIBO Rate Advances or of this Section 2.12, any such increased costs resulting from (x) Taxes agreeing to issue or Other Taxes (as issuing or maintaining Letters of Credit or of agreeing to which Section 2.13 shall govern) and (y) changes in the basis make or of taxation making or maintaining Letter of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)Credit Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office or take other steps if to do so would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost accompanied by a statement setting forth in reasonable detail the basis for, and amount of, such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If, due to either after the date hereof, (i) the introduction of or any change in any applicable law or regulation regarding capital adequacy or any change after the date hereof in the interpretation of or administration thereof by any law governmental 50 46 authority, central bank or regulation comparable agency charged with the interpretation or administration thereof, or (ii) the compliance by a Lender or its parent with any guideline directive or request made after the date hereof regarding capital adequacy from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in has the amount effect of reducing the rate of return on such Lender's or its parent's capital required or expected to be maintained by any Lender or any corporation controlling such Lender assets as a result of or based upon the existence consequence of such Lender’s 's commitment to lend hereunder and or other commitments of this typeobligations hereunder to a level below that which such Lender or its parent would have achieved but for such introduction, change or compliance (taking into consideration such Lender's or its parent's policies with respect to capital adequacy), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of for such circumstancesreduction, to the extent it being understood and agreed, however, that such Lender reasonably determines shall not be entitled to such increase in capital to be allocable to the existence compensation as a result of such Lender’s Commitment hereunder's compliance with, or pursuant to any directive or request to comply with, any such law or regulation as in effect on the date hereof; provided, however, that each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office or take other steps if to do so would avoid the need for, or reduce the amount of, such compensation and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to such amounts accompanied by a statement setting forth in reasonable detail the basis for, and amount of, such increased cost submitted to the Borrower by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c) If, with respect to any Eurodollar Rate Advances, the Administrative Agent shall have determined that on any date for determining the Eurodollar Rate for any Interest Period for such Advances that, by reason of changes arising after the date hereof affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. 51 47 (d) Notwithstanding any other provision of this Agreement, if after the date hereof the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful or impracticable, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under which such Lender has a Commitment or LIBO Rate Advance, as the case may be, will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the circumstances causing such suspension no longer exist; provided, however, that such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office or take other steps if to do so would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (e) If the Required Lenders shall so determine, upon the occurrence and during the continuance of any Default, the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 15 days after demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.06(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Within 45 days after a Lender obtains knowledge of an increased cost, such Lender shall notify the Borrower of the occurrence thereof and, as soon as practicable thereafter, deliver to the Borrower a certificate setting out in reasonable detail the basis on which a claim for increased cost is based, which certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender reasonably determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this such type, then, upon within 15 days after demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment to lend hereunder. A certificate Within 45 days after a Lender obtains knowledge of an increased cost, such Lender shall notify the Borrower of the occurrence thereof and, as to such amounts submitted soon as practicable thereafter, deliver to the Borrower by a certificate setting out in reasonable detail the basis on which such Lender claim for increased cost is based, which certificate shall be conclusive and binding for all purposes, absent manifest error. (c) If the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances, the Administrative Agent shall forthwith so notify the Borrower and the Lenders in writing, whereupon (i) each such Eurodollar Rate Advance will automatically Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist; provided, however, the Lenders shall be obligated to make Base Rate Advances subject to the terms and conditions hereof during the period that Eurodollar Rate Advances shall be suspended. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender; provided further the Lenders shall be obligated to make Base Rate Advances subject to the terms and conditions hereof during the period that Eurodollar Rate Advances shall be suspended.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the cost to the Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Loans (excluding for purposes of this Section 2.10 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which the Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by the Lender, pay to the Lender additional amounts (a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender. A certificate as to the amount of such increased cost (together with a schedule setting forth in reasonable detail the calculation thereof) submitted to the Borrower by the Lender, shall be conclusive and binding for all purposes, absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. (b) If the Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any the Lender or any corporation controlling the Lender and that the amount of such Lender as a result of capital is increased by or based upon the existence of such the Lender’s 's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent)Lender, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate the Lender or such Lender corporation in the light of such circumstances, to the extent that such the Lender reasonably determines such increase in capital to be allocable to the existence of the Lender's commitment to lend hereunder; provided, however, that the Borrower shall not be responsible for costs under this Section 2.10(b) arising more than 90 days prior to receipt by the Borrower of the certificate from the Lender pursuant to this Section 2.10(b) with respect to such Lender’s Commitment hereundercosts. A certificate as to such amounts (together with a schedule setting forth in reasonable detail the calculation thereof) submitted to the Borrower by such the Lender shall be conclusive and binding for all purposes, absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for the Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans hereunder, then, on notice thereof and demand therefor by the Lender to the Borrower, (i) each Eurodollar Rate Loan will automatically, upon such demand, Convert into a Base Rate Loan and (ii) the obligation of the Lender to make, or to Convert Loans into, Eurodollar Rate Loans shall be suspended until the Lender shall notify the Borrower that the Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, the Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow the Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans and would not, in the judgment of the Lender, be otherwise disadvantageous to the Lender.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, or Connection Income Taxes (as to which Section 2.12 shall govern), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typelend, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender 38 in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s Commitment hereundercommitment to lend. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything to the contrary contained in this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements or the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel Supervision known as Basel III and regardless of the date enacted, adopted, implemented or issued, shall be deemed an introduction or change of the type referred to in Section 2.10(a) and this Section 2.10(b). (c) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that, the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the event or circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the event or circumstance giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Costs, Etc. (a) If, due to either (i) the introduction of or If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made of any court, central bank, regulator or other Governmental Authority after the date hereof, there shall be any hereof increases or would increase in the cost other than in respect of Taxes, except for withholding taxes imposed as the result of any change in law, regulation or treaty first enacted, promulgated or signed after the Document Closing Table of Contents Date (and without limiting, but without duplication of, Xxxxxx’s obligations pursuant to Sections 13.4, 13.5 or 14.6 hereof), to any Lender Participant of, or reduces or would reduce the amount of agreeing any sum receivable by, such Participant in respect of making available, continuing or maintaining (or of its obligation to make available, continue or of making, funding maintain) or maintaining Advances (excluding, for purposes of this prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in Section 2.1212.3 with respect to, any such increased costs resulting from (x) Taxes Participant Interest Contributions or Other Taxes (Lessor Amount, as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)case may be, then the Borrower Lessee shall from time to time, upon within thirty (30) days of demand by such Lender Participant together with the certificate referred to below (with a copy of such demand and certificate to the Administrative Agent), pay (provided, that prior to the Base Term Commencement Date and pursuant to the terms and conditions in this Transaction Agreement relating to Advances, Lessee shall request an Advance the proceeds of which shall be used to pay) to the Administrative Agent for the account of such Lender Participant additional amounts sufficient to compensate such Lender Participant for such increased cost; provided, that no Participant shall be entitled to demand such compensation more than ninety (90) days following the later of such Participant’s incurrence or sufferance thereof and such Participant’s actual knowledge of the event giving rise to such Participant’s rights under this section; provided further, however, that the foregoing provision shall in no way limit the right of any Participant to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request if such demand is made within ninety (90) days after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to setting forth the nature and amount of such increased costcost in reasonable detail, submitted to the Borrower Lessee and the Administrative Agent by such LenderParticipant in good faith, shall be conclusive and binding for all purposes, absent manifest error. . Notwithstanding anything herein to the contrary, (b) If, due to either (ix) the introduction of Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorissued.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage or the Adjusted CD Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes or CD Rate Advances or of this Section 2.12, any such increased costs resulting from (x) Taxes agreeing to issue or Other Taxes (as of issuing or maintaining Letters of Credit or of agreeing to which Section 2.13 shall govern) and (y) changes in the basis make or of taxation making or maintaining Letter of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)Credit Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend or to issue or participate in the Letter of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of, or participation in, letters of credit (or similar contingent obligations), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder's commitment to lend or to issue, or participate in, the Letter of Credit hereunder or to the issuance or maintenance of, or participation in, any letters of credit. A certificate as to such amounts submitted to the Borrower by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances or CD Rate Advances, any Lender notifies the Agent that the Eurodollar Rate or CD Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lender of making, funding or maintaining their Eurodollar Rate Advances or CD Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the other Lenders, whereupon (i) each such Eurodollar Rate Advance or CD Rate Advance of such Lender will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to Convert Advances into, Eurodollar Rate Advances or CD Rate Advances shall be suspended until the Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) Upon the occurrence and during the continuance of any Default, (i) each Eurodollar Rate Advance and each CD Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances or CD Rate Advances shall be suspended.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances, then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any such Lender Party or any corporation controlling such Lender as a result Party and that the amount of such capital is increased by or based upon the existence of such Lender’s Lender Party's commitment to lend or to issue Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender or such corporation Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunderLender Party's commitment to lend or to issue Letters of Credit hereunder or to the issuance or maintenance of any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least 50% of the then aggregate unpaid principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) Each Lender Party agrees that, upon the occurrence of any circumstances entitling such Lender Party to additional compensation (or to deliver a demand therefor) or to suspend its obligation to make Eurodollar Rate Advances under any of the foregoing provisions of this Section 2.10, such Lender Party shall use reasonable efforts (consistent with its internal policy and with applicable legal and regulatory restrictions) to designate a different Applicable Lending Office for any Advances affected by such circumstances if the making of such designation, in the case of Section 2.10(a) or 2.10(b), would avoid the need for, or reduce the amount of, such additional compensation or, in the case of Section 2.10(c) or 2.10(d), would allow the Lenders to continue to perform their obligations to make Eurodollar Rate Advances and, in any such case, would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Nothing in this Section 2.10(f) shall affect or postpone any of the rights of any Lender Party or any of the obligations of the Borrower under any of the foregoing provisions of this Section 2.10 in any manner.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any law or regulation made Requirement of Law after the date hereof of this Agreement or (ii) the compliance with any directive, guideline or request from any central bank or other Governmental Authority or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that, in any case under this clause (ii), becomes effective or is issued or made after the date of this Agreement (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of the Lenders of agreeing to make or of making, agreeing to participate in or participating in, agreeing to renew or renewing or funding or maintaining any Working Capital Advances of either Type, or any reduction in the amount owing to any of the Lenders or their respective Applicable Lending Offices under this Agreement in respect of any Working Capital Advances of either Type (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) ), and (yB) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has either of its Applicable Lending Office Offices or any political subdivision thereof), then the Borrower shall hereby agrees to pay, from time to time, time upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate or to reimburse such Lender for all such increased costcosts or reduced amounts. A certificate as of the Lender requesting such additional compensation pursuant to the amount of such increased costthis Section 2.09(a), submitted to the Borrower by such LenderLender and specifying therein the amount of such additional compensation, shall be conclusive and binding for all purposes, absent manifest error. In determining any such additional compensation, such Lender may use reasonable averaging and attribution methods. If any of the Lenders requests additional compensation from the Borrower under this subsection (a) in respect of its making, participating in or renewing Eurodollar Rate Advances, the Borrower may, upon notice to such Lender (with a copy of such notice to the Administrative Agent), suspend the obligation of such Lender to make, participate in and/or renew Eurodollar Rate Advances until the circumstances giving rise to such request no longer exist and, during such time, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Working Capital Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Working Capital Borrowing. (b) If, due to either (i) If any of the introduction of or any change in or in the interpretation of any law or regulation or (ii) the Lenders determines that compliance with any Requirement of Law or any directive, guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that is enacted or becomes effective, or is implemented or is first required or expected to be any increase in complied with, after the date of this Agreement affects the amount of capital required or expected to be maintained by such Lender (or either of the Applicable Lending Offices of such Lender) or by any Lender or any corporation Person controlling such Lender as a result and that the amount of such capital is increased by or is based upon the existence of the commitment of such Lender’s commitment Lender to lend hereunder and other commitments of this such type, thenthen the Borrower hereby agrees to pay, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such Person in light of such circumstances, to the extent that such Lender or such Person reasonably determines such increase in capital to be allocable to the existence of the commitment of such Lender’s Commitment Lender to lend hereunder. A certificate as of the Lender requesting such additional compensation pursuant to such amounts this subsection (b), submitted to the Borrower by such Lender and specifying therein the amount of such additional compensation, shall be conclusive and binding for all purposes, absent manifest error. In determining any such additional compensation, such Lender may use reasonable averaging and attribution methods. (c) If, with respect to any Eurodollar Rate Advances under the Working Capital Facility, Lenders owed or holding not less than a majority in interest of the aggregate principal amount of all Working Capital Advances outstanding at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Working Capital Advances will not adequately reflect the cost to such Lenders of making, participating in or renewing, or funding or maintaining, their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Working Capital Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower (promptly following notice from the Lenders) that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, upon notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will automatically, on the last day of the then existing Interest Period therefor, if permitted by applicable law, or otherwise upon demand Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Working Capital Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. If the obligation of a Lender to make Eurodollar Rate Advances is suspended pursuant to this subsection (d), then until the circumstances that gave rise to such suspension no longer apply to such Lender, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Working Capital Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Working Capital Borrowing. (e) Each of the Lenders hereby agrees that, upon the occurrence of any circumstances entitling such Lender to additional compensation or to cease making, participating in or renewing, or funding or maintaining, Eurodollar Rate Advances under any of the foregoing provisions of this Section 2.09, such Lender shall use reasonable efforts (consistent with its internal policy and with legal and regulatory restrictions) to designate a different Applicable Lending Office for any Advances affected by such circumstances if the making of such designation, in the case of subsection (a) or (b) of this Section 2.09, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue or, in the case of subsection (c) or (d) of this Section 2.09, would allow such Lender to continue to perform its obligations make, to participate in or renew, or to fund or maintain, Eurodollar Rate Advances, and, in any such case, would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (f) If any of the Lenders entitled to additional compensation under any of the foregoing provisions of this Section 2.09 shall fail to designate a different Applicable Lending Office as provided in subsection (e) of this Section 2.09 or if the inadequacy or illegality contemplated 37 under subsection (c) or (d) of this Section 2.09, respectively, shall continue with respect to such Lender notwithstanding such designation, then, subject to the terms of Section 9.07(a), the Borrower may cause such Lender to (and, if the Borrower so demands, such Lender shall) assign all of its rights and obligations under this Agreement in accordance with Section 9.07(a); provided that if, upon such demand by the Borrower, such Lender elects to waive its request for additional compensation pursuant to Section 2.09(a) or 2.09(b), the demand by the Borrower for such Lender to so assign all of its rights and obligations under the Agreement shall thereupon be deemed withdrawn. Nothing in subsection (e) of this Section 2.09 or this subsection (f) shall affect or postpone any of the rights of any of the Lenders or any of the Obligations of the Borrower under any of the foregoing provisions of this Section 2.09 in any manner. (g) Each Lender requesting compensation under any of the foregoing provisions of this Section 2.09 shall submit to the Administrative Agent and the Borrower a certificate setting forth in reasonable detail the calculations of such compensation, and such certificate shall be conclusive and binding (in the absence of manifest error).

Increased Costs, Etc. (a) If, due Subject to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof2.08(c), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, if due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such -------- ------- demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the reason for and amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) Subject to Section 2.08(c), if any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment to lend hereunder. A certificate as to the reason for and such amounts submitted to the Borrower by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) Each Lender shall notify the Borrower (with a copy of such notice to the Agent) of any event entitling such Lender to additional compensation under Section 2.08(a) or 2.08(b) as promptly as practicable. The Borrower shall not be obligated to pay any additional amounts arising pursuant to Section 2.08(a) or Section 2.08(b) that are attributable to the Excluded Period with respect to such additional amount; provided that if any applicable law, -------- regulation, guideline or request shall be adopted, made or interpreted on any date and shall be applicable to a period (the "Retroactive Period") prior to the ------------------ date on which such law, regulation, guideline or request is adopted, made or interpreted, the limitation on the Borrower's obligation to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such Retroactive Period. (d) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining the Eurodollar Rate Advances for such Interest Period (or if the California Required Lenders provide such a notice to the Agent under Section 2.08(d) of the California Loan Agreement in respect of the California Eurodollar Advances comprising the Corresponding California Borrowing), the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Multistate Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower that such Lenders (or California Required Lenders, if the notice causing the Conversion was provided under Section 2.08(d) of the California Loan Agreement) have determined that the circumstances causing such suspension no longer exist. (e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Agent (or on notice and demand by such Lender under Section 2.08(e) of the California Loan Agreement in respect of California Eurodollar Advances), (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Multistate Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; provided, however, that before making any such demand, such -------- ------- Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (f) If, with respect to any Eurodollar Rate Advances, the Reference Bank is unable to determine the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances, the Reference Bank shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Multistate Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist. (g) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Multistate Advances into, Eurodollar Rate Advances shall be suspended . (h) On each date on which a payment of interest computed by reference to the Determined Libor Rate on the 1988 Multistate Loans with a one month interest period (as such term is customarily used with respect to Libor loans) ending on the Closing Date, the Borrower shall pay to the Agent for the Lenders entitled thereto an amount of the type described in Section 2.12 of the 1988 Multistate Loan Agreement.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after the date hereof upon or (ii) the compliance with otherwise issued to any guideline or request from Lender by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such Lender of the principal of or the interest on the Revolving Credit Advances or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of such Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement or any Revolving Credit Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Revolving Credit Advances or its commitment hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by any Lender or any corporation controlling such Lender as a result hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or based upon foregone interest or other sum is calculated by reference to the existence gross amount of any sum receivable or deemed received by such Lender’s commitment to lend hereunder and other commitments of this typeLender from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by such Lender or promptly following such corporation (with a copy Lender's receipt of notice pertaining to such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, additional amounts as will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in light the case of such circumstancesany additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the extent overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Lender shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Lender reasonably determines with any of the foregoing, either imposes a requirement upon such increase in Lender to allocate additional capital resources or increases such Lender's requirement to allocate capital resources or such Lender's commitment to make, or to such Lender's maintenance of, the Revolving Credit Advances hereunder, which has or would have the effect of reducing the return on such Lender's capital to be allocable a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to the existence capital adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as to 's capital) but for such amounts submitted to the Borrower applicability, change, interpretation, administration or compliance, by any amount deemed by such Lender to be material, such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for such reduction. If the Borrower and such Lender are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate such Lender for such reduction, such Lender's determination of such amount to be conclusive and binding for all purposesupon the Borrower, absent manifest error. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change a Change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority Law (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excludingor of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances, for purposes of this Section 2.12, excluding any such increased costs resulting from (x) Indemnified Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis Excluded Taxes (but including any capital or other non-income taxes imposed on a Lender Party on its loans, loan principal, letters of taxation of overall net income credit, commitments, or overall gross income by the United States of America other obligations, or by the foreign jurisdiction its deposits, reserves, other liabilities or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereofcapital attributable thereto), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change Lender Party determines that a Change 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 Law (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital or liquidity required or expected to be maintained by any such Lender Party or any corporation controlling such Lender as a result Party and that the amount of such capital or liquidity is increased by or based upon the existence of such LenderLender Party’s commitment to lend hereunder and issue or participate in Letters of Credit hereunder, other commitments hereunder or the issuance or maintenance of this typeor participation in the Letters of Credit (or similar Guarantee), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such LenderLender Party’s Commitment hereundercommitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least 50% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended, in each case until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended, in each case until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) In the event that any Lender Party demands payment of costs or additional amounts pursuant to this Section 2.11 or Section 2.13 or asserts, pursuant to Section 2.11(d), that it is unlawful for such Lender Party to make Eurodollar Rate Advances, fails to approve a requested waiver or amendment which requires the approval of such Lender to become effective but is otherwise approved by the Required Lenders or becomes a Defaulting Lender, then (subject to such Lender Party’s right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below) the Borrower may, upon 20 days’ prior written notice to such Lender Party and the Administrative Agent, elect to cause such Lender Party to assign its Advances and Commitments in full to one or more Persons selected by the Borrower so long as (i) each such Person satisfies the criteria of an Eligible Assignee and is reasonably satisfactory to the Administrative Agent, (ii) such Lender Party receives payment in full in cash of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest and Letter of Credit Fees thereon and all other amounts due and payable to such Lender Party as of the date of such assignment (including, without limitation, amounts owing pursuant to Sections 2.11, 2.13 and 10.04) and (iii) each such assignee agrees to accept such assignment and to assume all obligations of such Lender Party hereunder in accordance with Section 10.07. (f) The Borrower shall pay to each Lender Party, as long as such Lender Party shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Advance equal to the actual costs of such reserves allocated to such Advance by such Lender Party (as determined by such Lender Party in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Advance, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender Party. If a Lender Party fails to give notice 10 days prior to the relevant due date of any interest payment, such additional interest shall be due and payable 10 days from receipt of such notice. (g) Notwithstanding anything to the contrary herein, it is understood and agreed that no Lender Party shall be entitled to receive any compensation or reimbursement under this Section 2.11 with respect to any changes resulting from requests, rules, guidelines or directives (x) issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III) unless such requirements are generally applicable to (and for which reimbursement is generally being sought by the applicable Lender Party in respect of) credit transactions similar to this transaction from borrowers similarly situated to the Borrower under similar credit facilities entered into on or prior to the date of the relevant Change in Law; provided, that no Lender Party shall be required to disclose any confidential or proprietary information in connection therewith.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, excluding for purposes of this Section 2.12, 2.09 any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern)) and (y) changes in the basis or of taxation agreeing to issue or of overall net income issuing or overall gross income by the United States maintaining Letters of America Credit or by the foreign jurisdiction of agreeing to make or state under the laws of which such Lender is organized making or has its Lending Office or any political subdivision thereof)maintaining Letter of Credit Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this typesuch type or the issuance or maintenance of the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder's commitment to lend hereunder or to the issuance or maintenance of any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) Upon the occurrence and during the continuance of any Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority issued or adopted after the Effective Date (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.08, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.10 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction jurisdiction, province or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (b) IfIf any Lender determines, due to either (i) the introduction of or any change in or in the interpretation of acting reasonably, that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority issued or adopted after the Effective Date (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typelend, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (c) If, with respect to any Eurodollar Rate Advances, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) (i) In the event that any Lender demands payment of costs or additional amounts pursuant to this Section 2.08 or 2.10 or asserts, pursuant to Section 2.08(d) or 2.10, that it is unlawful for such Lender to make or maintain Eurodollar Rate Advances, then such Lender shall use reasonable efforts to designate a different Applicable Lending Office for maintaining its Loans hereunder or to assign its right and obligations hereunder to another of its offices, branches or affiliates if, in the judgment of such Lender, acting reasonably, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to Section 2.08 or 2.10, as the case may be, in the future, or eliminate the basis for asserting pursuant to Section 2.08(d) that it is unlawful for such Lender to make or maintain Eurodollar Rate Advances, as applicable, and (B) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment, (ii) in the event that any Lender demands payment of costs or additional amounts pursuant to this Section 2.08 or Section 2.10 or asserts, pursuant to Section 2.08(d), that it is unlawful for such Lender to make Eurodollar Rate Advances then (subject to such Lender’s right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below) the Borrower may, upon 20 days’ prior written notice to such Lender and the Administrative Agent, elect to cause such Lender to assign its Advances and Commitments in full to one or more Persons selected by the Borrower so long as (a) each such Person is reasonably satisfactory to the Administrative Agent, (b) such Lender receives payment in full in cash of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Lender as of the date of such assignment (including, without limitation, amounts owing pursuant to Sections 2.08, 2.10 and 10.04) and (c) each such Person assignee agrees to accept such assignment and to assume all obligations of such Lender hereunder in accordance with Section 10.07.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change Change in or in the interpretation of any law or regulation made after the date hereof Law or (ii) the compliance with any guideline or request or directive from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), (A) made after the date hereofany reserve, deposit, or similar requirement is or shall be imposed or, modified or deemed applicable in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or any Advances or obligations to make Advances hereunder or hereby, or (B) there shall be imposed on the Issuing Bank or any other Lender Party any other condition regarding any Letter of Credit, Advance, or obligations to make Advances hereunder, and the result of the foregoing is to increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining EurodollarSOFR Advances (or Base Rate Advances determined with reference to Term SOFR) or, in the case of any Issuing Bank or Revolving Credit Lender, of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (x) Taxes described in the definitions of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation imposition, or the rate, of overall net income any taxes, levies, imposts, deductions, charges, withholdings or overall gross income by liabilities that are excluded from the United States definition of America Taxes), or by to reduce the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision amount receivable in respect thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased costcost or reduced receipt. A certificate as to the amount of such increased costcost or reduced receipt, submitted to the Borrower by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained herein to the contrary, the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.10(a) for any such increased cost or reduced receipt incurred more than one-hundred-eighty (180) days prior to the date that such Lender or Issuing Bank demands compensation therefor; provided that, if the circumstance giving rise to such increased cost or reduced receipt is retroactive, then such 180 day period shall be extended to include the period of retroactive effect thereof. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender Party determines that any compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital or liquidity required or expected to be maintained by any such Lender Party or any corporation holding company controlling such Lender as a result Party and that the amount of such capital or liquidity is increased by or based upon the existence of such LenderLender Party’s commitment to lend hereunder and other commitments or to issue or participate in Letters of this typeCredit hereunder, then, upon demand by such Lender Party or such corporation holding company (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital or liquidity to be allocable to the existence of such LenderLender Party’s Commitment hereundercommitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit, for any reduction in the rate of return on such Lender Party’s capital or liquidity or on the capital or liquidity of such Lender Party’s holding company. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained herein to the contrary, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.10(b) for any such increased cost incurred more than one-hundred-eighty (180) days prior to the date that such Lender demands compensation therefor; provided that, if the circumstance giving rise to such increased cost is retroactive, then such 180 day period shall be extended to include the period of retroactive effect thereof. (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. [Reserved].

Increased Costs, Etc. If any Change in Law shall: (a) Ifimpose, due to either modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ib) the introduction of or subject any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost Lender to any Lender of agreeing tax whatsoever with respect to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12Agreement, any such increased costs resulting from (x) Taxes Loan, or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in change the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which payments to such Lender is organized in respect thereof (except for Indemnified Taxes or has its Lending Office Other Taxes covered by Section 4.6 and the imposition of, or any political subdivision thereofchange in the rate of, any Excluded Tax payable by such Lender); or (c) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or any Loan; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), then or to reduce the Borrower shall from time to time, upon demand amount of any sum received or receivable by such Lender hereunder (with a copy whether of principal, interest or any other amount) then, upon request of such demand to Lender, the Administrative Agent), Borrowers will pay to the Administrative Agent for the account of such Lender such additional amounts sufficient to as will compensate such Lender for such increased costadditional costs incurred or reduction suffered. A certificate of such Lender delivered to the Borrowers (with a copy to the Administrative Agent) as to the amount of such increased costadditional amounts that are necessary to compensate such Lender as aforesaid shall, submitted to the Borrower by such Lenderabsent manifest error, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) on the introduction of or any change 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), there Borrowers and shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorpayable within 10 days after receipt thereof.

Increased Costs, Etc. If any Change in Law shall: (a) Ifimpose, due to either modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (i) the introduction of or except any change in or reserve requirement reflected in the interpretation of Eurodollar Reserve Requirement); (b) subject any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost Lender to any Lender of agreeing tax whatsoever with respect to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12Agreement, any such increased costs resulting from (x) Taxes Loan, or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in change the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which payments to such Lender is organized in respect thereof (except for Indemnified Taxes or has its Lending Office Other Taxes covered by Section 4.6 and the imposition of, or any political subdivision thereofchange in the rate of, any Excluded Tax payable by such Lender); or (c) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or any Loan; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), then or to reduce the Borrower shall from time to time, upon demand amount of any sum received or receivable by such Lender hereunder (with a copy whether of principal, interest or any other amount) then, upon request of such demand to Lender, the Administrative Agent), Borrowers will pay to the Administrative Agent for the account of such Lender such additional amounts sufficient to as will compensate such Lender for such increased costadditional costs incurred or reduction suffered. A certificate of such Lender delivered to Wxxxx Acquisition (with a copy to the Administrative Agent) as to the amount of such increased costadditional amounts that are necessary to compensate such Lender as aforesaid shall, submitted to the Borrower by such Lenderabsent manifest error, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) on the introduction of or any change 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), there Borrowers and shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorpayable within 10 days after receipt thereof.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Paying Agent), pay to the Administrative Paying Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority enacted, promulgated, issued or made after the date hereof (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party's commitment to lend hereunder and other commitments of such type, then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Paying Agent), the Borrower shall pay to the Paying Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) If, due with respect to either any Eurodollar Rate Advances under any Facility, Lenders owed at least 50% of the then aggregate unpaid principal thereof notify the Paying Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Paying Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Paying Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation after the date hereof shall make it unlawful, 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)governmental authority shall assert that it is unlawful, there shall be any increase in the amount of capital required or expected to be maintained by for any Lender or any corporation controlling such Lender as a result of its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typecontinue to fund or maintain Eurodollar Rate Advances hereunder, then, upon on notice thereof and demand therefor by such Lender or such corporation (with a copy of such demand to the Administrative Borrower through the Paying Agent), (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Paying Agent shall notify the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines has determined that the circumstances causing such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such suspension no longer exist. (e) All amounts submitted to the Borrower by such Lender paid hereunder shall be conclusive and binding for all purposes, absent manifest errorwithout duplication of any amounts included within the definition of the term "Eurodollar Rate".

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent)Lender, pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and Prudential by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent)Lender, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and Prudential by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender to perform its obligations hereunder to maintain Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower, each Advance will automatically, upon such demand, be due and payable.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made regulation, in each case after the date hereof of this Agreement, or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) ), made or issued after the date hereofof this Agreement, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining LIBOR Advances (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes after the date of this Agreement in the basis of taxation of overall net income or overall gross income (and franchise taxes imposed in lieu thereof) by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon within 10 days of demand (accompanied by reasonably detailed documentation thereof) by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding presumptive evidence for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender reasonably determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) made or issued after the date hereof affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this such type, then, upon within 10 days of demand (accompanied by reasonably detailed documentation thereof) by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding presumptive evidence for all purposes, absent manifest error. (c) If, with respect to any LIBOR Advances, Lenders owed at least 51% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that LIBOR for any Interest Period for such Advances (after taking into account the provisions of this Section 2.10) will not adequately reflect the cost to such Lenders of making, funding or maintaining their LIBOR Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, LIBOR Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each LIBOR Advance will automatically, to the extent required by such law, regulation or assertion, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, LIBOR Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) In the event that any Lender demands payment of costs or additional amounts pursuant to this Section 2.10 or Section 2.12 or asserts, pursuant to Section 2.10(d), that it is unlawful for such Lender to make LIBOR Advances, then (subject to such Lender's right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below) the Borrower may, upon 20 days' prior written notice to such Lender and the Administrative Agent, elect to cause such Lender to assign its Advances and Commitments in full to one or more Persons selected by the Borrower so long as (i) each such Person satisfies the criteria of an Eligible Assignee, (ii) such Lender receives payment in full in cash of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Lender as of the date of such assignment (including, without limitation, amounts owing pursuant to Sections 2.10, 2.12 and 9.04) and (iii) each such assignee agrees to accept such assignment and to assume all obligations of such Lender hereunder in accordance with Section 9.07. (f) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.10 for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after the date hereof upon or (ii) the compliance with otherwise issued to any guideline or request from Lender by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such Lender of the principal of or the interest on the Revolving Credit Advances or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of such Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement, any Revolving Credit Advance or any Letter of Credit, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Revolving Credit Advances, the Letters of Credit or its commitments hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by any Lender or any corporation controlling such Lender as a result hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or based upon foregone interest or other sum is calculated by reference to the existence gross amount of any sum receivable or deemed received by such Lender’s commitment to lend hereunder and other commitments of this typeLender from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers, jointly and severally, will upon demand made by such Lender or promptly following such corporation (with a copy Lender's receipt of notice pertaining to such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, additional amounts as will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in light the case of such circumstancesany additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the extent overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Lender shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Lender reasonably determines with any of the foregoing, either imposes a requirement upon such increase in Lender to allocate additional capital resources or increases such Lender's requirement to allocate capital resources or such Lender's commitment to make, or to such Lender's maintenance of, the Revolving Credit Advances or the Letters of Credit hereunder, which has or would have the effect of reducing the return on such Lender's capital to be allocable a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to the existence capital adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as to 's capital) but for such amounts submitted to the Borrower applicability, change, interpretation, administration or compliance, by any amount deemed by such Lender to be material, such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrowers. The Borrowers and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for such reduction. If the Borrowers and such Lender are unable to agree to such adjustment within thirty (30) days of the day on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrowers, compensate such Lender for such reduction, such Lender's determination of such amount, if made in good faith, to be conclusive and binding for all purposesupon the Borrowers, absent manifest error. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request made after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)LIBO Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office or take other steps if to do so would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost accompanied by a statement setting forth in reasonable detail the basis for, and amount of, such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If, due to either after the date hereof, (i) the introduction of or any change in or in the interpretation of any applicable law or regulation regarding capital adequacy or any change after the date hereof in the 46 42 interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) the compliance by a Lender or its parent with any guideline directive or request made after the date hereof regarding capital adequacy from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in has the amount effect of reducing the rate of return on such Lender's or its parent's capital required or expected to be maintained by any Lender or any corporation controlling such Lender assets as a result of or based upon the existence consequence of such Lender’s 's commitment to lend hereunder and or other commitments of this typeobligations hereunder to a level below that which such Lender or its parent would have achieved but for such introduction, change or compliance (taking into consideration such Lender's or its parent's policies with respect to capital adequacy), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of for such circumstancesreduction, to the extent it being understood and agreed, however, that such Lender reasonably determines shall not be entitled to such increase in capital to be allocable to the existence compensation as a result of such Lender’s Commitment hereunder's compliance with, or pursuant to any directive or request to comply with, any such law or regulation as in effect on the date hereof; provided, however, that each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office or take other steps if to do so would avoid the need for, or reduce the amount of, such compensation and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to such amounts accompanied by a statement setting forth in reasonable detail the basis for, and amount of, such increased cost submitted to the Borrower by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c) If, with respect to any Eurodollar Rate Advances, the Administrative Agent shall have determined that on any date for determining the Eurodollar Rate for any Interest Period for such Advances that, by reason of changes arising after the date hereof affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify 47 43 the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if after the date hereof the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful or impracticable, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under which such Lender has a Commitment or LIBO Rate Advance, as the case may be, will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the circumstances causing such suspension no longer exist; provided, however, that such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office or take other steps if to do so would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (e) If the Required Lenders shall so determine, upon the occurrence and during the continuance of any Default, the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made of any court, central bank, regulator or other Governmental Authority after the date hereof, there shall be any Restatement Date increases or would increase in the cost other than in respect of Taxes, except for withholding taxes imposed as the result of any change in law, regulation or treaty first enacted, promulgated or signed after the Restatement Date (and without limiting Lessee’s obligations pursuant to Sections 13.4, 13.5 or 14.6 hereof), to any Lender Participant of, or reduces or would reduce the amount of agreeing any sum receivable by, such Participant in respect of making available, continuing or maintaining (or of its obligation to make available, continue or of making, funding maintain) or maintaining Advances (excluding, for purposes of this prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in Section 2.1212.3 with respect to, any such increased costs resulting from (x) Taxes Rent Assignment Contributions or Other Taxes (Lessor Amount, as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)case may be, then the Borrower Lessee shall from time to time, upon within thirty (30) days of demand by such Lender Participant together with the certificate referred to below (with a copy of such demand and certificate to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Participant additional amounts sufficient to compensate such Lender Participant for such increased cost; provided, that no Participant shall be entitled to demand such compensation more than ninety (90) days following the later of such Participant’s incurrence or sufferance thereof and such Participant’s actual knowledge of the event giving rise to such Participant’s rights under this section; provided further, however, that the foregoing provision shall in no way limit the right of any Participant to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request if such demand is made within ninety (90) days after the implementation of such retroactive law, interpretation, guideline or request. A reasonably detailed certificate as to the nature and amount of such increased cost, submitted to the Borrower Lessee and the Administrative Agent by such LenderParticipant in good faith, shall be conclusive and binding for all purposes, absent manifest error. . Notwithstanding anything herein to the contrary, (b) If, due to either (ix) the introduction of Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorissued.

Increased Costs, Etc. (a) IfThe Borrower agrees to reimburse each Lender for any increase in the cost to such Lender of, due to either (i) the introduction of or any change in or reduction in the interpretation amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans (including but not limited to any imposition or effectiveness of reserve requirements not already included in the LIBO Rate Reserve Percentage) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in, after the Effective Date, of, any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereof, there of any Governmental Authority. Such Lender shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to promptly notify the Administrative Agent for and the account Borrower in writing of the occurrence of any such Lender event as provided in clause (c) below, such notice to state, in reasonable detail, the reasons therefor and the additional amounts sufficient amount required fully to compensate such Lender for such increased costcost or reduced amount. A certificate as Such additional amounts shall be paid by the Borrower directly to the amount such Lender promptly (and, in any event, within 15 Business Days of receipt of such increased costnotice), submitted to and such notice shall, in the Borrower by such Lenderabsence of manifest error, shall be conclusive and binding for all purposes, absent manifest erroron the Borrower. (b) If, due to either (i) If at any time the introduction or effectiveness of or any change in any applicable law, rule or regulation (including without limitation those announced or published prior to the date of this Agreement), or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by any Lender with any guideline request or request from directive issued by any central bank or other Governmental Authority such authority (whether or not having the force of law)) shall either (i) impose, there shall be modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued, or participated in, by any Issuer or Lender, or (ii) impose on any Issuer or Lender any other conditions affecting this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuer or Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of capital required any sum received or expected to be maintained receivable by any Issuer or Lender or any corporation controlling such Lender as a result hereunder with respect to Letters of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typeCredit, then, upon demand within ten days of the receipt of the notice referred to below (which notice shall be given by the respective Issuer or Lender promptly after it determines such increased cost or reduction is applicable to Letters of Credit or its participation therein) to the Borrower by the respective Issuer or Lender or such corporation (with a copy of which notice shall be sent by such demand Issuer or Lender to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time Issuer or Lender such additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Issuer or Lender in light of for such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunderincreased cost or reduction. A certificate as to such amounts notice submitted to the Borrower by such Issuer or Lender, setting forth the basis for the calculation of such additional amount or amounts necessary to compensate such Issuer or Lender as aforesaid shall be conclusive and binding for all purposes, on the Borrower absent manifest error. (c) Each Lender shall notify the Borrower of any event occurring after the date of this Agreement entitling such Lender to compensation under paragraph (a) or (b) of this Section 4.3 as promptly as practicable, but in any event within 30 days after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 30 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 4.3 in respect of any costs resulting from such event, only be entitled to payment under this Section 4.3 for costs incurred from and after the date 30 days prior to the date that such Lender does give such notice. (d) Provided that no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Lender as to which the Borrower is obligated to make payments under this Section 4.3 (or under Section 4.5 or 4.6) (which payments are higher than the charges being imposed by other Lenders generally), by giving not less than ten Business Days' prior notice to the Administrative Agent (who shall promptly notify such Lender), that it intends to replace such Lender with one or more lenders (including but not limited to one or more Lenders under this Agreement) selected by the Borrower that (i) have agreed to replace such Lender as provided in this paragraph and (ii) are reasonably acceptable to the Administrative Agent. Upon the effective date of any replacement under this paragraph and as a condition to such replacement, the replacement lender or lenders shall pay to the Lender being replaced the principal of the Loans held by such Lender and the Borrower shall pay to such Lender, upon delivery to the Borrower of the Notes evidencing the Loans made by such Lender, all accrued interest on such Loans and all other amounts owing to such Lender hereunder (including any amounts payable under Section 4.4 as if such Loans were being prepaid by the Borrower) whereupon each such replacement lender (if not already a Lender) shall become a "Lender" for all purposes of this Agreement.

Increased Costs, Etc. (a) Ifa Anything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after the date hereof upon or (ii) the compliance with otherwise issued to any guideline or request from Lender by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such Lender of the principal of or the interest on the Loans or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of such Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement, the Term Loans, any Revolving Credit Advance or any Swing Line Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by any Lender or any corporation controlling such Lender as a result hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or based upon foregone interest or other sum is calculated by reference to the existence gross amount of any sum receivable or deemed received by such Lender’s commitment to lend hereunder and other commitments of this typeLender from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers, jointly and severally, will upon demand made by such Lender or promptly following such corporation (with a copy Lender's receipt of notice pertaining to such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, additional amounts as will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in light the case of such circumstancesany additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the extent overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b Anything herein to the contrary notwithstanding, if, after the date hereof, any Lender shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Lender reasonably determines with any of the foregoing, either imposes a requirement upon such increase in Lender to allocate additional capital resources or increases such Lender's requirement to allocate capital resources or such Lender's commitment to make, or to such Lender's maintenance of, the Term Loans, the Revolving Credit Advances or Swing Line Loans hereunder, which has or would have the effect of reducing the return on such Lender's capital to be allocable a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to the existence capital adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as 's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by such Lender to be material, such amounts submitted Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower accompanied by an opinion of counsel to such Lender with respect to such matters, the cost of which opinion shall be paid by the Borrowers. The Borrowers and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for such reduction. If the Borrowers and such Lender are unable to agree on such adjustment within thirty (30) days of the date on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrowers, compensate such Lender for such reduction, such Lender's determination of such amount to be conclusive and binding for all purposesupon the Borrowers, absent manifest error. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of of, in each case after the date hereof, any law or regulation made after the date hereof or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding, for purposes of this Section 2.122.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall Borrowers agree to pay, from time to time, upon within five days after demand by such Lender (with a copy of such demand to the Administrative Agent), pay which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this such type, then, upon within five days after demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the Borrower shall basis for such demand and a calculation in reasonable detail of the amount demanded, the Borrowers agree to pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder's commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower Borrowers by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Lender shall promptly notify the Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Borrowers to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.13 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Lender has given notice of any event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Borrowers and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender's good faith judgment, be otherwise disadvantageous to such Lender. (f) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.13 (and without limiting subsection (e) above), if any Lender fails to notify the Borrowers of any event or circumstance that will entitle such Lender to compensation pursuant subsection (a) or (b) above or Section 2.13 within 120 days after such Lender obtains actual knowledge of such event or circumstance, then such Lender shall not be entitled to compensation, from the Borrowers for any amount arising prior to the date which is 120 days before the date on which such Lender notifies the Borrowers of such event or circumstance.

Increased Costs, Etc. (a) IfThe Borrowers jointly and severally agree to reimburse each Lender for any increase in the cost to such Lender of, due to either (i) the introduction of or any change in or reduction in the interpretation amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans (including but not limited to any imposition or effectiveness of reserve requirements) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made after of any court, central bank, regulator or other governmental authority. Such Lender shall promptly notify the date hereof, there shall be any increase Agent and USAM in writing of the cost to any Lender occurrence of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as event, such notice to which Section 2.13 shall govern) state, in reasonable detail, the reasons therefor and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient amount required fully to compensate such Lender for such increased costcost or reduced amount. A certificate as Such additional amounts shall be paid jointly and severally by the Borrowers directly to the amount such Lender promptly (and, in any event, within three Business Days of receipt of such increased costnotice), submitted to and such notice shall, in the Borrower by such Lenderabsence of manifest error, shall be conclusive and binding for all purposes, absent manifest erroron the Borrowers. (b) If, due to either (i) If at any time the introduction or effectiveness of or any change in any applicable law, rule or regulation (including without limitation those announced or published prior to the date of this Agreement), or in the interpretation of or administration thereof by any law governmental authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by any Lender with any guideline request or request from directive by any central bank or other Governmental Authority such authority (whether or not having the force of law)) shall either (i) impose, there shall be modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Letters of Credit issued, or participated in, by any Issuer or Lender, or (ii) impose on any Issuer or Lender any other conditions affecting this Agreement or any Letter of Credit, and the result of any of the foregoing is to increase the cost to any Issuer or Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of capital required any sum received or expected to be maintained receivable by any Issuer or Lender or any corporation controlling such Lender as a result hereunder with respect to Letters of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typeCredit, then, upon demand within ten days of the receipt of the notice referred to below (which notice shall be given by the respective Issuer or Lender promptly after it determines such increased cost or reduction is applicable to Letters of Credit or its participation therein) to USAM by the respective Issuer or Lender or such corporation (with a copy of which notice shall be sent by such demand Issuer or Lender to the Administrative Agent), the Borrower Borrowers shall jointly and severally pay to such Issuer or Lender such additional amount or amounts as will compensate such Issuer or Lender for such increased cost or reduction. A notice submitted to USAM by such Issuer or Lender, setting forth the Administrative Agent basis for the account calculation of such Lender, from time to time as specified by such Lender, additional amount or amounts sufficient necessary to compensate such Issuer or Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender aforesaid shall be conclusive and binding for all purposes, on the Borrowers absent manifest error.

Increased Costs, Etc. (a) 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 Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost costs to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased costcosts for a period beginning not more than 90 days prior to such demand. A certificate as to the amount of such increased cost, cost submitted to the Borrower and the Administrative Agent by such Lender, setting forth in reasonable detail the NYDOCS01/1619389.2 calculation of the increased costs, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result which decreases such Lender’s return on its capital (after taking into account any changes in the Eurodollar Rate and Eurodollar Rate Reserve Percentage) and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder, such compensation to cover a period beginning not more than 90 days prior to such demand. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Lender, setting forth in reasonable detail the calculation of the amount required to be paid hereunder, shall be conclusive and binding for all purposes, absent manifest error. (c) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 2.10, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority ) or the United States or foreign regulatory authorities (whether or not having the force of law), in case for this clause (y) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after the date hereof upon or (ii) the compliance with otherwise issued to any guideline or request from Lender by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such Lender of the principal of or the interest on the Loans or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by a ' n office of such Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement or the Term Loans, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining a] I or any part of the Loans or its commitment hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by any Lender or any corporation controlling such Lender as a result hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or based upon foregone interest or other sum is calculated by reference to the existence gross amount of any sum receivable or deemed received by such Lender’s commitment to lend hereunder and other commitments of this typeLender from Borrower hereunder, then, and in each such case not otherwise provided for -hereunder, Borrower will upon demand made by such Lender or promptly following such corporation (with a copy Lender's receipt of notice pertaining to such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, additional amounts as will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; PROVIDED that the foregoing provisions of this sentence shall not apply in light the case of such circumstancesany additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the extent overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Lender shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Lender reasonably determines with any of the foregoing, either imposes a requirement upon such increase in Lender to allocate additional capital resources or increases such Lender's requirement to allocate capital resources or such Lender's commitment to make, or to such Lender's maintenance of the Term Loans, which has or would have the effect of reducing the return on such Lender's capital to be allocable a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to the existence capital adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as 's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by such Lender to be material, such amounts submitted Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower accompanied by an opinion of counsel to such Lender with respect to such matters, the cost of which opinion shall be paid by Borrower. Borrower and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for such reduction. If Borrower and such Lender are unable to agree on such adjustment within thirty (30) days of the date on which Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to Borrower, compensate such Lender for such reduction, such Lender's determination of such amount to be conclusive and binding for all purposesupon Borrower, absent manifest error. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any Change in Law, including FATCA, shall (i) the introduction subject such Lender to any Tax on its loans, loan principal, letters of credit, commitments, or any change in other obligations, or in the interpretation of any law its deposits, reserves or regulation made after the date hereof other liabilities or capital attributable thereto, or (ii) change the compliance basis of taxation of payments to such Lender of the principal of or the interest on the Revolving Credit Advances or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of such Lender in respect of the transactions contemplated herein (except any reserve requirement reflected in the LIBOR Lending Rate), or (iv) impose on such Lender any other condition or requirement with respect to this Agreement or any guideline or request from Revolving Credit Advance, and the result of any central bank or other Governmental Authority of the foregoing is (whether or not having the force of lawA) made after the date hereof, there shall be any to increase in the cost to any such Lender of agreeing to make or of making, funding or maintaining all or any part of the Revolving Credit Advances or its commitment hereunder, or (excludingB) to reduce the amount of principal, for purposes of this Section 2.12interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make any such increased costs resulting from (x) Taxes payment or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in forego any interest or other sum payable hereunder, the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws amount of which such Lender payment or foregone interest or other sum is organized calculated by reference to the gross amount of any sum receivable or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand deemed received by such Lender (with a copy from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers will upon demand made by such Lender promptly following the Borrowers’ receipt of notice pertaining to such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, pay to the Administrative Agent for the account of such Lender such additional amounts as will be sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased additional cost, submitted to reduction, payment or foregone interest or other sum; provided that the Borrower by foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from, and including, any Excluded Taxes. In determining the additional amounts payable hereunder, the Lenders may use any reasonable and non-discriminatory method of averaging, allocating or attributing such Lenderadditional costs, shall be conclusive and binding for all purposesreductions, absent manifest errorpayments, foregone interest or other sums among their respective customers. (b) IfAnything herein to the contrary notwithstanding, due to either (i) if, after the introduction of date hereof, any Lender shall have reasonably determined in good faith that any present or future Change in Law, regarding capital requirements for banks or bank holding companies generally, or any change in therein or in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any Governmental Authority, central bank or other Governmental Authority (whether comparable agency charged with the interpretation or not having the force of law)administration thereof, there shall be any increase in the amount of capital required or expected to be maintained compliance by any Lender or any corporation controlling such Lender as with any of the foregoing, either imposes a result of requirement upon such Lender to allocate additional capital resources or based upon the existence of increases such Lender’s requirement to allocate capital resources or such Lender’s commitment to lend hereunder and other commitments make, or to such Lender’s maintenance of, the Revolving Credit Advances hereunder, which has or would have the effect of this type, then, upon demand by reducing the return on such Lender’s capital to a level below that which such Lender or such corporation would have achieved (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of taking into consideration such Lender, from time ’s then existing policies with respect to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as to capital) but for such amounts submitted to the Borrower applicability, change, interpretation, administration or compliance, by any material amount, such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrowers. The Borrowers and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for such reduction. If the Borrowers and such Lender are unable to agree to such adjustment within thirty (30) days of the day on which the Borrowers receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender’s reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrowers, compensate such Lender for such reduction, such Lender’s determination of such amount to be conclusive and binding for all purposesupon the Borrowers, absent manifest or mathematical error. In determining such amount, such Lender may use any reasonable and non-discriminatory methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.

Increased Costs, Etc. (a) If, due to either (i) If the introduction adoption of or any change in any Applicable Law or in the interpretation of or application thereof applicable to any law Indemnitee, or regulation made after the date hereof or (ii) the compliance by any Indemnitee with any guideline request or request from any central bank or other Governmental Authority directive (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 Authority, in each case made subsequent to the Initial Closing Date (whether or not having or, if later, the force date on which such Indemnitee becomes an Indemnitee): (i) shall subject such Indemnitee to any Tax (other than withholding taxes) of lawany kind whatsoever with respect to any Eurodollar Loan(s)/Equity Investment(s), there made or purchased by it or its obligation to make Eurodollar Loan(s)/Equity Investment(s) or maintain its commitment to make (or purchase) undivided interests in Eurodollar Loan(s)/Equity Investment, or change the basis of taxation of payments to such Indemnitee in respect thereof (except for excluded Taxes and changes in taxes measured by or imposed upon the overall gross or net income, franchise or other taxes (imposed in lieu of such net income tax), of such Indemnitee or its applicable lending office, branch, or any affiliate thereof); or (ii) shall be impose, modify or hold applicable any increase reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, Loans, Equity Investment, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Indemnitee which is not otherwise included in the amount determination of capital required or expected to be maintained by the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Indemnitee any Lender or other condition (excluding any corporation controlling such Lender as a Tax of any kind) whatsoever in connection with the Operative Documents; and the result of any of the foregoing is to increase the cost to such Indemnitee of making or based upon the existence of such Lender’s commitment maintaining Eurodollar Loan(s)/Equity Investment(s) or to lend reduce any amount receivable hereunder and other commitments of this typein respect thereof, then, in any such case, upon demand by such Lender or such corporation (with a copy of such demand notice to the Administrative Agent)Lessee from such Indemnitee, the Borrower Lessee shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, Indemnitee any additional amounts sufficient necessary to compensate such Lender Indemnitee for such increased cost or reduced amount receivable. All payments required by this Section 8.5(a) shall be made by the Lessee within ten (10) Business Days after demand by the affected Indemnitee. Notwithstanding anything to the contrary contained herein, Lessee shall not be obligated to compensate any Indemnitee for any amounts pursuant to this Section 8.5 attributable to a period of time more than 90 days prior to the giving of notice by such Indemnitee of its intention to seek compensation under this Section 8.5. If any (b) Each Indemnitee shall use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to this Section 8.5, including, without limitation, a change within the United States in light the office of such circumstancesIndemnitee at which its obligations related to this Participation Agreement are maintained if such change will avoid the need for, to or reduce the extent that amount of, such Lender reasonably determines such increase compensation and will not, in capital to be allocable to the existence reasonable judgment of such Lender’s Commitment hereunder. A certificate as Indemnitee, be otherwise disadvantageous to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorit.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due if any changes in present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to either (i) time heretofore or hereafter made upon or otherwise issued to the introduction of Agent or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from Bank by any central bank or other Governmental Authority (fiscal, monetary or other authority, whether or not having the force of law) made after shall (i) subject the date hereofAgent or any Bank to any tax, there shall be levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the amount of the Commitments or the payment to the Agent or any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Agent or any Bank of the principal of or the interest on the Advances or any other amounts payable to the Agent or any Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the Agent or any Bank in respect of the transactions contemplated herein, or (iv) impose on the Agent or any Bank any other condition or requirement with respect to this Agreement, the Commitments or any Advance, and the result of any of the foregoing is (A) to increase the cost to any Lender of agreeing to make or Bank of making, funding or maintaining Advances all or any part of the Advances, or (excludingB) to reduce the amount of principal, for purposes interest or other amount payable to any Bank hereunder, or (C) to require the Agent or any Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of this Section 2.12, which payment or foregone interest or other sum is calculated by reference to the gross amount of any such increased costs resulting from (x) Taxes sum receivable or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income deemed received by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office Agent or any political subdivision thereof)Bank from the Trust hereunder, then then, and in each such case not otherwise provided for hereunder, the Borrower shall from time to timeTrust will, upon demand made by such Lender (with a copy the Agent promptly following the Agent's receipt of notification of such demand event (or made by any Bank with respect to any of the Administrative Agent)matters described in clause (iii) above promptly following such Bank's receipt of notice pertaining to such matters) accompanied by calculations thereof in reasonable detail, pay to the Administrative Agent for its account or for the account of such Lender Bank, as the case may be, such additional amounts as will be sufficient to compensate such Lender them for such increased additional cost. A certificate as , reduction, payment or foregone interest or other sum, provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the amount overall net income, profits or gains of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest errorAgent or any Bank. (b) IfIf any Bank shall have determined that any present or future applicable law, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline rule, regulation, guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies, there shall be or any increase change therein or 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 such Bank with any of the foregoing, either imposes a requirement upon such Bank to allocate additional capital resources or increases such Bank's requirement to allocate capital resources to such Bank's commitment to make, or to such Bank's maintenance of, Advances hereunder, which has or would have the effect of reducing the return on such Bank's capital to a level below that which such Bank could have achieved (taking into consideration such Bank's then existing policies with respect to capital adequacy and assuming full utilization of such Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount of capital required or expected deemed by such Bank to be maintained by any Lender or any corporation controlling material, such Lender as a result of or based upon the existence Bank shall promptly after its determination of such Lender’s commitment occurrence give notice thereof to lend the Trust. The Trust and such Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Trust and other commitments of this typeany such Bank are unable to agree to such adjustment within thirty days after the day on which the Trust received such notice, then, upon demand by such Lender or such corporation (with a copy then commencing on the date of such demand to notice (but not earlier than the Administrative Agenteffective date of any such applicability, change, interpretation, administration or compliance), the Borrower fees payable hereunder shall pay increase by an amount which will, in such Bank's reasonable determination, evidenced by calculations in reasonable detail delivered to the Administrative Agent Company, compensate such Bank for the account such reduction, such Bank's determination of such Lender, from time amount to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposesupon the Trust, absent manifest error. In determining such amount, a Bank may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Section 2.9, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after upon or otherwise issued to the date hereof or (ii) the compliance with any guideline or request from Bank by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of makingregulatory, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances or the Term Loan or any other amounts payable to the Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances or Term Loan or its commitment hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any Lender sum receivable or any corporation controlling such Lender as a result of or based upon deemed received by the existence of such Lender’s commitment to lend hereunder and other commitments of this typeBank from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers, jointly and severally, will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such Lender or such corporation (with a copy of such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of Bank such Lender, from time to time as specified by such Lender, additional amounts as will be sufficient to compensate the Bank for such Lender additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in light the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such circumstances, occurrence give notice thereof to the extent that such Lender reasonably determines such increase Borrowers. The Borrowers and the Bank shall thereafter attempt to negotiate in capital to be allocable good faith an adjustment to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to compensation payable hereunder which will adequately compensate the Borrower by such Lender shall be conclusive and binding Bank for all purposes, absent manifest error.such

Increased Costs, Etc. (a) If, due to either (i) If the introduction adoption of or any change in a Requirement of Law or in the interpretation of or application thereof applicable to any law Participant, or regulation made after the date hereof or (ii) the compliance by any Participant with any guideline request or request from any central bank or other Governmental Authority directive (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 Authority, in each case made subsequent to the Acquisition Date (whether or, if later, the date on which such Participant becomes a Participant): (i) shall subject such Participant to any tax of any kind whatsoever with respect to any Eurodollar Capital/Lessor Amounts made, continued or not having maintained by it or its obligation to make, continue or maintain Eurodollar Capital/Lessor Amounts, or change the force basis of lawtaxation of payments to such Participant in respect thereof (except for excluded Impositions, any changes in taxes measured by or imposed upon the overall gross or net income, franchise or other taxes (imposed in lieu of such net income tax), there of such Participant or its applicable funding office, branch, or any affiliate thereof); or (ii) shall be impose, modify or hold applicable any increase reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, Capital, Lessor Amounts, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Participant which is not otherwise included in the amount determination of capital required or expected to be maintained by the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Participant any Lender or other condition (excluding any corporation controlling such Lender as a Tax of any kind) whatsoever in connection with the Operative Documents; and the result of any of the foregoing is to increase the cost to such Participant, by a material amount, of making, continuing or based upon the existence of such Lender’s commitment maintaining Eurodollar Capital/Lessor Amounts or to lend reduce any amount receivable hereunder and other commitments of this typein respect thereof, then, in any such case, upon demand by notice to the Lessee from such Lender or such corporation (with a copy of such demand to Participant, through the Administrative Agent), in accordance herewith, the Borrower Lessee shall pay such Participant any additional amounts necessary to compensate such Participant for such increased cost or reduced amount receivable; provided that, in any such case, the Lessee may elect to convert the Eurodollar Capital/Lessor Amounts made by such Participant hereunder to Base Rate Amounts by giving the Administrative Agent for the account at least one (1) Business Day’s notice of such Lenderelection, in which case the Lessee shall promptly pay to such Participant, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 13.10. All payments required by this Section 13.9(a) shall be made by the Lessee within ten (10) Business Days after demand by the affected Participant. The Lessee shall not be obligated to reimburse any Participant for any increased cost or reduced return incurred more than one hundred eighty (180) days after the date that such Participant receives actual notice of such increased cost or reduced return unless such Participant gives notice thereof to the Lessee in accordance with this Section 13.9 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Lessee, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from time such Tandem Health Care of Ohio, Inc. Participation Agreement event and (z) as to time as specified the additional amount demanded by such Lender, Participant and a reasonably detailed explanation of the calculation thereof (including the method by which such Participant allocated such amounts to the Lessee). Such a certificate as to any additional amounts sufficient payable pursuant to compensate this clause submitted by such Lender in light of such circumstancesParticipant, through the Administrative Agent, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender Lessee shall be conclusive and binding for all purposes, absent in the absence of manifest error. This covenant shall survive the termination of this Participation Agreement and the payment of the Capital and Lessor Amounts and all other amounts payable hereunder. (b) Each Participant shall use its reasonable efforts to reduce or eliminate any unlawfulness or claim for compensation pursuant to Sections 13.7, 13.8 or 13.9(a), including, without limitation, a change in the office of such Participant at which its obligations related to this Participation Agreement are maintained if such change will cure the unlawfulness or avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any such claim of unlawfulness or for compensation shall not be eliminated or waived, the Lessee shall have the right to replace the affected Participant with a new financial institution that shall succeed to the rights of such Participant under this Participation Agreement; provided, however, that such Participant shall not be replaced hereunder until it has been paid in full such claim and all other amounts owed to it hereunder.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after the date hereof upon or (ii) the compliance with otherwise issued to any guideline or request from Lender by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such Lender of the principal of or the interest on the Advances or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of such Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement or any Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Advances or its commitment hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by any Lender or any corporation controlling such Lender as a result hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or based upon foregone interest or other sum is calculated by reference to the existence gross amount of any sum receivable or deemed received by such Lender’s commitment to lend hereunder and other commitments of this typeLender from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by such Lender or promptly following such corporation (with a copy Lender's receipt of notice pertaining to such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, additional amounts as will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in light the case of such circumstancesany additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the extent overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Lender shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Lender reasonably determines with any of the foregoing, either imposes a requirement upon such increase in Lender to allocate additional capital resources or increases such Lender's requirement to allocate capital resources or such Lender's commitment to make, or to such Lender's maintenance of, the Advances hereunder, which has or would have the effect of reducing the return on such Lender's capital to be allocable a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to the existence capital adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as to 's capital) but for such amounts submitted to the Borrower applicability, change, interpretation, administration or compliance, by any amount deemed by such Lender to be material, such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower. In such event, commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate such Lender for such reduction, such Lender's determination of such amount to be conclusive and binding for all purposesupon the Borrower, absent manifest error. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) IfSubject to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), due to either if any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the introduction Overall Net Income of such Lender or any change of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or in any of the interpretation other Loan Documents or any of its obligations hereunder or thereunder or any law payments to such Lender (or regulation made after the date hereof its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) the compliance with imposes, modifies or holds applicable any guideline or request from reserve (including any central bank marginal, emergency, supplemental, special or other Governmental Authority reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (whether iii) imposes any other condition (other than with respect to a Tax matter) on or not having affecting any Lender (or its applicable lending office) or its obligations hereunder; and the force result of law) made after any of the date hereof, there shall be any foregoing is to increase in the cost to any such Lender of agreeing to make Loans hereunder or of making, funding to reduce any amount received or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand receivable by such Lender (or its applicable lending office) with a copy of respect thereto; then, in any such demand to the Administrative Agent)case, Borrower shall promptly pay to such Lender, upon receipt of the Administrative Agent for statement referred to in the account next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender additional amounts sufficient in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased costcost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. A certificate as Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the amount of basis for calculating the additional amounts owed to such increased costLender under this Section 2.14, submitted to the Borrower by such Lender, which statement shall be conclusive and binding for upon all purposes, parties hereto absent manifest error. (b) If, due to either (i) Failure or delay on the introduction of or any change in or in the interpretation part of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or to demand compensation pursuant to this Section shall not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as constitute a result of or based upon the existence waiver of such Lender’s commitment right to lend hereunder demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof). (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR or (B) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent may in good faith (and in consultation with the Borrower (which consultation shall not be required if a Default or Event of Default has occurred and is continuing)) establish a reasonable replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace LIBOR for all purposes under the Loan Documents unless and until the Administrative Agent notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be reasonably amended in good faith with the consent of the Administrative Agent in consultation with the Borrower (which consultation shall not be required if a Default or Event of Default has occurred and is continuing), as may be reasonably necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this clause (c). The Replacement Rate shall be applied in a manner consistent with market practice; provided that, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstanceseach case, to the extent that such Lender reasonably determines market practice is not administratively feasible for the Administrative Agent, such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender Replacement Rate shall be conclusive and binding for all purposes, absent manifest errorapplied as otherwise reasonably determined by the Administrative Agent in good faith in consultation with the Borrower.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof of this Agreement or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing the Lender, related specifically to make or of makingthis loan, funding or maintaining Advances (excluding, excluding for purposes of this Section 2.12, 2.06 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 2.08 shall govern) and (yii) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such the Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent)Lender, pay to the Administrative Lender Agent for the account of such the Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such and the Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) If the introduction of or any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law)) not currently in effect, there shall be any increase in increases the amount of capital required or expected to be maintained by any the Lender or any corporation controlling such the Lender as a result of or based upon the existence of such the Lender’s 's commitment to lend hereunder and other commitments of this typetype and that such increase in capital represents an additional cost to the Lender relating to this transaction, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent)Lender, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate the Lender or such Lender corporation, on a proportional basis, for such increased cost in the light of such circumstances, to the extent that such the Lender reasonably determines such increase in capital to be allocable to the existence of such the Lender’s Commitment hereunder's commitment to lend to the Borrower and to result in an additional cost for the Lender. A certificate as to the amount of such amounts increased cost, explaining in detail how such change in capital required entails additional cost for the Lender, submitted to the Borrower by such Lender and the Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) Any additional amounts payable under this Section 2.06 by the Borrower to a Lender assignee shall not exceed the additional amounts the Borrower would have been required to pay to the Lender assignor who assigned its rights and obligations under this Agreement to such assignee if no such assignment had occurred. (d) Before making any demand for additional amounts under this Section 2.06, the Lender agrees to use its reasonable efforts (consistent with its internal policy and any applicable legal and regulatory restrictions) to minimize any such amounts.

Increased Costs, Etc. (a) If, due to either (i) If the introduction adoption of or any change in a Requirement of Law or in the interpretation of or application thereof applicable to any law Participant, or regulation made after the date hereof or (ii) the compliance by any Participant with any guideline request or request from any central bank or other Governmental Authority directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made after subsequent to the Documentation Date (or, if later, the date hereof, there on which such Participant becomes a Participant): (i) shall be any increase in the cost subject such Participant to any Lender tax of agreeing any kind whatsoever with respect to make any Eurodollar Loans/Lessor Amounts made, continued or of makingmaintained by it or its obligation to make, funding continue or maintaining Advances (excludingmaintain Eurodollar Loans/Lessor Amounts, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in change the basis of taxation of payments to such Participant in respect thereof (except for Taxes that would be excluded from the definition of Impositions, any changes in taxes measured by or imposed upon the overall gross or net income, franchise or other taxes (imposed in lieu of such net income tax), of such Participant its applicable lending office, branch, or overall gross income any affiliate thereof); or (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, Loans, Lessor Amounts, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Participant which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Participant any other condition (excluding any Tax of any kind) whatsoever in connection with the Operative Documents; and the result of any of the foregoing is to increase the cost to such Participant of making, continuing or maintaining Eurodollar Loans/Lessor Amounts or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Lessee from such Participant, the Lessee shall pay such Participant any additional amounts necessary to compensate such Participant for such increased cost or reduced amount receivable; provided that, in any such case, the Lessee may elect to convert the Eurodollar Loans/Lessor Amounts made or held by such Participant hereunder to Base Rate Loans/Lessor Amounts by giving the Administrative Agent at least one (1) Business Day's notice of such election, in which case the Lessee shall promptly pay to such Participant, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 13.10. All payments required by this Section 13.9(a) shall be made by the United States of America or Lessee within five (5) Business Days after demand by the foreign jurisdiction applicable Participant. The Lessee shall not be obligated to reimburse any Participant for any increased cost or state under reduced return incurred more than one hundred eighty (180) days prior to the laws date that such Participant delivers notice to the Lessee of such increased cost or reduced return unless such Participant gives notice thereof to the Lessee in accordance with this Section 13.9 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Lessee, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation thereof (including the method by which such Lender is organized or has its Lending Office or Participant allocated such amounts to the Lessee). Such a certificate as to any political subdivision thereof), then the Borrower shall from time Xxx Research Corporation Participation Agreement additional amounts payable pursuant to time, upon demand this clause submitted by such Lender (with a copy of such demand to Participant, through the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, Lessee shall be conclusive and binding for all purposes, absent manifest error. This covenant shall survive the termination of this Participation Agreement and the payment of the Loans and Lessor Amounts, as the case may be, and all other amounts payable hereunder. (b) IfEach Participant shall use its reasonable efforts to reduce or eliminate any unlawfulness or claim for compensation pursuant to Sections 13.7, due to either (i) the introduction of 13.8 or any 13.9(a), including, without limitation, a change in the office of such Participant at which its obligations related to this Participation Agreement are maintained if such change will cure the unlawfulness or avoid the need for, or reduce the amount of, such compensation and will not, 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence reasonable judgment of such Lender’s commitment Participant, be otherwise disadvantageous to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorit.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from issued or made after the date hereof by any central bank or other Governmental Authority governmental authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from or representing (x) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereofExcluded Taxes), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.09(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance with any guideline or request from issued or made after the date hereof by any central bank or other Governmental Authority governmental authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent in writing, that the Eurodollar Rate for such Interest Period will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period (setting forth in the writing the nature and amount of such costs), the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Borrower offers to pay such increased costs to such Lenders, (x) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into such Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (x) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (e) Notwithstanding anything contained in this Section 2.09, the Borrower shall not be liable in any respect for any amounts incurred or accrued pursuant to this Section 2.09 more than 180 days prior to the date on which notice of the event or occurrence giving rise to the obligation to make a payment under this Section 2.09 is given to the Borrower.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made of any court, central bank, regulator or other Governmental Authority after the date hereof, there shall be any hereof increases or would increase in the cost other than in respect of Taxes, except for withholding taxes imposed as the result of any change in law, regulation or treaty first enacted, promulgated or signed after the Document Closing Date (and without limiting Lessee’s obligations pursuant to Sections 13.4, 13.5 or 14.6 hereof), to any Lender Participant of, or reduces or would reduce the amount of agreeing any sum receivable by, such Participant in respect of making available, continuing or maintaining (or of its obligation to make available, continue or of making, funding maintain) or maintaining Advances (excluding, for purposes of this prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in Section 2.1212.3 with respect to, any such increased costs resulting from (x) Taxes Rent Assignment Contributions or Other Taxes (Lessor Amount, as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)case may be, then the Borrower Lessee shall from time to time, upon within thirty (30) days of demand by such Lender Participant together with the certificate referred to below (with a copy of such demand and certificate to the Administrative Agent), pay (provided, that prior to the Base Term Commencement Date and pursuant to the terms and conditions in this Participation Agreement relating to Advances, Lessee shall request an Advance the proceeds of which shall be used to pay) to the Administrative Agent for the account of such Lender Participant additional amounts sufficient to compensate such Lender Participant for such increased cost; provided, that no Participant shall be entitled to demand such compensation more than ninety (90) days following the later of such Participant’s incurrence or sufferance thereof and such Participant’s actual knowledge of the event giving rise to such Participant’s rights under this section; provided further, however, that the foregoing provision shall in no way limit the right of any Participant to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request if such demand is made within ninety (90) days after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to the nature and amount of such increased cost, submitted to Lessee and the Borrower Administrative Agent by such LenderParticipant in good faith, shall be conclusive and binding for all purposes, absent manifest error. . Notwithstanding anything herein to the contrary, (b) If, due to either (ix) the introduction of Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorissued.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after the date hereof upon or (ii) the compliance with otherwise issued to any guideline or request from Lender by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such Lender of the principal of or the interest on the Revolving Credit Advances or the Term Loans or any other amounts payable to such Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of such Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement or any Revolving Credit Advance or any Term Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Revolving Credit Advances or the Term Loans or its commitment hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by any Lender or any corporation controlling such Lender as a result hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or based upon foregone interest or other sum is calculated by reference to the existence gross amount of any sum receivable or deemed received by such Lender’s commitment to lend hereunder and other commitments of this typeLender from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers will upon demand made by such Lender or promptly following any Borrower's receipt of notice pertaining to such corporation (with a copy of such demand to the Administrative Agent)matters accompanied by calculations thereof in reasonable detail, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, additional amounts as will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in light the case of such circumstancesany additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the extent overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, any Lender shall have determined that any changes in any present or the adoption of any future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 such Lender reasonably determines with any of the foregoing, either imposes a requirement upon such increase in Lender to allocate additional capital resources or increases such Lender's requirement to allocate capital resources or such Lender's commitment to make, or to such Lender's maintenance of, the Revolving Credit Advances or the Term Loans hereunder, which has or would have the effect of reducing the return on such Lender's capital to be allocable a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to the existence capital adequacy and assuming full utilization of such Lender’s Commitment hereunder. A certificate as to 's capital) but for such amounts submitted to the Borrower applicability, change, interpretation, administration or compliance, by any amount deemed by such Lender to be material, such Lender shall be conclusive promptly after its determination of such occurrence give notice thereof to the Borrowers. The Borrowers and binding such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for all purposessuch reduction. If the Borrowers and such Lender are unable to agree to such adjustment within thirty (30) days of the day on which the Borrowers receive such notice, absent manifest errorthen commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrowers, compensate such Lender for such reduction. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction among its customers.

Increased Costs, Etc. (a) IfEach Borrower agrees to reimburse each Lender for any increase in the cost to such Lender of, due to either (i) the introduction of or any change in or reduction in the interpretation amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any of the Borrower’s Loans (including but not limited to any imposition or effectiveness of reserve requirements not already included in the LIBOR Reserve Percentage or Adjusted LIBO Rate but excluding increases in Taxes and taxes expressly excluded from Taxes pursuant to the first sentence of Section 4.6, as to which the provisions of Section 4.6 shall control) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in, after the Effective Date, of, any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made after of any court, central bank, regulator or other Governmental Authority (other than the date hereofrequirements of the Bank of England and the Financial Services Authority reflected in the calculation of Associated Costs, there shall be any increase in except where such Associated Costs do not represent the cost to any a Lender of agreeing complying with the requirements of the Bank of England and/or the Financial Services Authority in relation to make or of making, its funding or maintaining Advances (excluding, for purposes of this Section 2.12, Loans). Such Lender shall promptly notify the Agent and the Borrower in writing of the occurrence of any such increased costs resulting from (x) Taxes or Other Taxes (as event, such notice to which Section 2.13 shall govern) state, in reasonable detail, the reasons therefor and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient amount required fully to compensate such Lender for such increased costcost or reduced amount. A certificate as Such additional amounts shall be paid by the Borrower directly to the amount such Lender promptly (and, in any event, within 15 Business Days of receipt of such increased costnotice), submitted to and such notice shall, in the Borrower by such Lenderabsence of manifest error, shall be conclusive and binding for all purposes, absent manifest erroron the Borrower. (b) If, due to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of of, in each case after the date hereof, any law or regulation made after the date hereof or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make issue or of making, funding issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.122.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall Account Parties jointly and severally agree to pay, from time to time, upon within five days after demand by such Lender (with a copy of such demand to the Administrative Agent), pay which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower RenRe by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this such type, then, upon within five days after demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the Borrower shall basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereundercommitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower RenRe by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Lender shall promptly notify RenRe and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.06(a) or (b) above or pursuant to Section 2.08(a) (and, if any Lender has given notice of any such event and thereafter such event ceases to exist, such Lender shall promptly so notify RenRe and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise disadvantageous to such Lender. (d) Notwithstanding the provisions of Section 2.06(a) or (b) or Section 2.08 (and without limiting subsection (c) above), no Lender shall be entitled to compensation from the Account Parties for any amount arising prior to the date which is 90 days before the date on which such Lender notifies RenRe of such event or circumstance. As used in this Section 2.06 the term “Lender” includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances any Loan as a Eurodollar Rate Loan (excluding, excluding for purposes of this Section 2.12, SECTION 2.09 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 SECTION 2.11 shall govern) and (yii) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the related Borrower shall from time to time, upon notice thereof and demand by such Lender (with a copy of such demand to the Administrative Agent)therefor, pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the such Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent)Lender, the applicable Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower Company by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If Lender notifies any Borrower that the Eurodollar Rate for any Interest Period for any Loan will not adequately reflect the cost to Lender of making, funding or maintaining its related Loan for such Interest Period, (i) such Loan will automatically, on the last day of the then existing Interest Period therefor, convert from a Eurodollar Rate Loan into a Base Rate Loan and (ii) the obligation of Lender to maintain such Loan as a Eurodollar Rate Loan shall be suspended until Lender shall notify such Borrower that it has determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for Lender or its Eurodollar Lending Office to perform its obligations hereunder to fund or maintain any Loan as a Eurodollar Rate Loan hereunder, then, on notice thereof and demand therefor by Lender to any applicable Borrower (i) such Loan will automatically, upon such demand, convert into a Base Rate Loan and (ii) the obligation of Lender to make or maintain such Loan as a Eurodollar Rate Loan shall be suspended until Lender shall notify each such Borrower that it has determined that the circumstances causing such suspension no longer exist.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline regulation, directive, guideline, decision or request from any central bank or other Governmental Authority (whether or not having the force of law) made of any court, central bank, regulator or other Governmental Authority after the date hereof, there shall be any hereof increases or would increase in the cost other than in respect of Taxes, except for withholding taxes imposed as the result of any change in law, regulation or treaty first enacted, promulgated or signed after the Document Closing Date (and without limiting Lessee’s obligations pursuant to Sections 13.4, 13.5 or 14.6 hereof), to any Lender Participant of, or reduces or would reduce the amount of agreeing any sum receivable by, such Participant in respect of making available, continuing or maintaining (or of its obligation to make available, continue or of making, funding maintain) or maintaining Advances (excluding, for purposes of this prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in Section 2.1212.3 with respect to, any such increased costs resulting from (x) Taxes Loans or Other Taxes (Lessor Amount, as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)case may be, then the Borrower Lessee shall from time to time, upon within thirty (30) days of demand by such Lender Participant together with the certificate referred to below (with a copy of such demand and certificate to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Participant additional amounts sufficient to compensate such Lender Participant for such increased cost; provided, that no Participant shall be entitled to demand such compensation more than ninety (90) days following the later of such Participant’s incurrence or sufferance thereof and such Participant’s actual knowledge of the event giving rise to such Participant’s rights under this section; provided further, however, that the foregoing provision shall in no way limit the right of any Participant to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request if such demand is made within ninety (90) days after the implementation of such retroactive law, interpretation, guideline or request. A reasonably detailed certificate as to the nature and amount of such increased cost, submitted to the Borrower Lessee and the Administrative Agent by such LenderParticipant in good faith, shall be conclusive and binding for all purposes, absent manifest error. . Notwithstanding anything herein to the contrary, (b) If, due to either (ix) the introduction of Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorissued.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances its Advance (excluding, for purposes of this Section 2.122.08, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.10 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower Borrowers, shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased costcost and the basis for determining such amount, submitted to each Borrower and the Borrower Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typesuch type (but not due to any change in the financial condition of such Lender), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts and the basis for determining such amounts submitted to each Borrower and the Borrower Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Any Lender claiming any additional amounts payable pursuant to this Section 2.08 shall use its reasonable efforts (consistent with and subject to its internal policy and legal and regulatory restrictions) to make such changes to the jurisdiction of its Lending Office or otherwise if the making of such a change would avoid the need for, or reduce the amount of, any such increased costs and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (d) If any Lender requests compensation pursuant to Section 2.08 or 2.10 of this Agreement, or the obligation of any Lender to make or maintain its Advance bearing interest at the Eurodollar Rate shall be suspended pursuant to Section 2.09 (such Lender being an “Affected Lender”), then, so long as such condition exists, the Borrowers may, so long as no Default has occurred and is continuing, on any date occurring at least 15 days after the date of such request or suspension, (a) designate an Eligible Assignee approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed) (such Eligible Assignee being a “Replacement Lender”) to assume the Affected Lender’s Advance and other rights and obligations under this Agreement and the Notes (all without recourse to or representation or warranty by, or expense to, the Affected Lender) for a purchase price equal to the principal amount of the outstanding Advance held by the Affected Lender plus all accrued and unpaid interest thereon plus all fees and other amounts owing to the Affected Lender under this Agreement and the Notes at such time, and, subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent and compliance with the requirements of Section 11.07, the Replacement Lender shall succeed to the rights and obligations of the Affected Lender under this Agreement and the Notes, (b) pay, or cause to be paid, to the Affected Lender all amounts payable to such Affected Lender under Section 11.04(c), calculated as if the purchase by the Replacement Lender constituted a mandatory prepayment of Advances by the Borrowers, and (c) pay to the Administrative Agent the processing and recordation fee specified in Section 11.07(a) with respect to such assignment; provided, however, that in the event the amount of Advances to be assumed by Replacement Lenders is less than the total amount of outstanding Advances held by all Affected Lenders, each Affected Lender’s outstanding Advance shall be reduced on a pro rata basis or in such other proportion as the Borrowers and all Affected Lenders may agree. If the Borrowers exercise their rights under the immediately preceding sentence, the Affected Lender shall no longer be a party to this Agreement or have any rights or obligations under this Agreement or the Notes; provided that (i) the obligations of the Borrowers to the Affected Lender under Sections 2.08, 2.10 and 11.04 and (ii) the obligations of such Affected Lender under Section 9.05 to the Administrative Agent, in each case with respect to events or circumstances occurring or obligations arising prior to, or as a result of, any such replacement shall survive such exercise by the Borrowers. (e) Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Lending Office to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder which, in each case, shall accrue interest at the Eurodollar Rate pursuant to Section 2.06(a)(i) of this Agreement, each such Advance will automatically, upon such demand, convert into a Base Rate Advance and the Administrative Agent shall promptly notify the Collateral Agent of such conversion.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of of, in each case after the date hereof, any law or regulation made after the date hereof or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon within 5 days after demand by such Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s 's commitment to lend hereunder and other commitments of this such type, then, upon within 5 days after demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment 's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender's good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Borrower to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.12 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Lender has given notice of any event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Borrower and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Borrower of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender's good faith judgment, be otherwise disadvantageous to such Lender. (f) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.12 (and without limiting subsection (e) above), if any Lender fails to notify the Borrower of any event or circumstance that will entitle such Lender to compensation pursuant subsection (a) or (b) above or Section 2.12 within 120 days after such Lender obtains actual knowledge of such event or circumstance, then such Lender shall not be entitled to compensation, from the Borrower for any amount arising prior to the date which is 120 days before the date on which such Lender notifies the Borrower of such event or circumstance.

Increased Costs, Etc. (a) If, due to either (i) the -------------------- introduction of or any change (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any law or regulation made Requirement of Law after the date hereof of this Agreement or (ii) the compliance with (A) any official directive, guideline or request from any central bank or other Governmental Authority or (B) any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that, in the case of subclause (ii)(A) or (ii)(B) of this Section 2.09(a), becomes effective or is issued or made after the date of this Agreement (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of the Lenders of agreeing to make or of making, agreeing to participate in or participating in, agreeing to renew or renewing or funding or maintaining any Advances of either Type, or any reduction in the amount owing to any of the Lenders or their respective Applicable Lending Offices under this Agreement in respect of any Advances of either Type (excluding, for purposes of this Section 2.122.09, any such increased costs resulting from (x1) Taxes or Other Taxes (as to which Section 2.13 2.11 shall govern) and (y2) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has either of its Applicable Lending Office Offices or any political subdivision thereof), then the Borrower shall Borrowers hereby jointly and severally agree to pay, from time to time, time upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate or to reimburse such Lender for all such increased costcosts or reduced amounts. A certificate as of the Lender requesting such additional compensation pursuant to this Section 2.09(a), submitted to the Borrowers by such Lender and specifying therein the amount of such increased cost, submitted to additional compensation (including the Borrower by such Lenderbasis of calculation thereof), shall be conclusive and binding for all purposes, absent manifest error. (b) IfIf any of the Lenders determines that compliance with any Requirement of Law, due to either or (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any official directive, guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) or (ii) any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that, in the case of clause (i) or (ii) of this Section 2.09(b), there shall is enacted or becomes effective, or is implemented or is first required or expected to be any increase in complied with, after the date of this Agreement affects the amount of capital required or expected to be maintained by such Lender (or either of the Applicable Lending Offices of such Lender) or by any Lender or any corporation Person controlling such Lender as a result and that the amount of such capital is increased by or is based upon the existence of the commitment of such Lender’s commitment Lender to lend hereunder and other commitments of this type, thenthen the Borrowers hereby jointly and severally agree to pay, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such Person in light of such circumstances, to the extent that such Lender or such Person reasonably determines such increase in capital to be allocable to the existence of the commitment of such Lender’s Commitment Lender to lend hereunder. A certificate as of the Lender requesting such additional compensation pursuant to such amounts this Section 2.09(b), submitted to the Borrower Borrowers by such Lender and specifying therein the amount of such additional compensation (including the basis of calculation thereof), shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances under either of the Facilities, Lenders owed or holding not less than a majority in interest of the aggregate principal amount of all Advances outstanding under such Facility at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, participating in or renewing, or funding or maintaining, their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Appropriate Borrowers and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Appropriate Borrowers (promptly following notice from the Appropriate Lenders) that such Appropriate Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any of the other provisions of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation or application of any Requirement of Law makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make, to participate in or to renew, or to fund or maintain, Eurodollar Rate Advances hereunder, then (i) each Eurodollar Rate Advance of such Lender will automatically, on the last day of the then existing Interest Period therefor, if permitted by applicable law, or otherwise upon demand, Convert into a Base Rate Advance of such Lender and (ii) the obligation of such Lender to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers (promptly following notice from such Lender) that the circumstances causing such suspension no longer exist. If the obligation of a Lender to make Eurodollar Rate Advances is suspended pursuant to this Section 2.09(d), then, subject to subsection (e) of this Section 2.09, until the circumstances that gave rise to such suspension no longer apply to such Lender, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing. (e) If, at any time, the Administrative Agent shall notify any of the Borrowers of the suspension of the obligations of Lenders owed or holding not less than a majority in interest of the aggregate principal amount of all Advances outstanding at any time (the "AFFECTED LENDERS") to make, participate in or renew, or to fund or maintain, their Eurodollar Rate Advances pursuant to Section 2.09(c) or 2.09(d), then the Administrative Agent (in consultation with each of the Affected Lenders) and the Borrowers shall enter into negotiations in good faith with a view to agreeing upon an alternative basis acceptable to the Borrowers and the Affected Lenders for determining a substitute rate of interest (the "SUBSTITUTE RATE") for the Eurodollar Rate that shall be applicable to the Affected Lenders during the period of time that such suspension continues, which Substitute Rate shall reflect the cost to each of the Affected Lenders of making, participating in or renewing, or funding or maintaining, such Advances under the circumstances that gave rise to such suspension from alternative sources plus the Applicable Margin in effect from time to time for Eurodollar Rate Advances under the applicable Facility; provided that if any of the Affected Lenders shall be a Defaulting Lender at any such time, then such Defaulting Lender shall not be entitled to participate in the negotiations for determining a Substitute Rate and the approval of such Defaulting Lender shall not be required for an alternative rate of interest to become a Substitute Rate. If a Substitute Rate is so agreed to among the Borrowers and the Affected Lenders, then, until the circumstances that gave rise to such suspension no longer apply to the Affected Lenders, all Eurodollar Rate Advances that would otherwise be made by the Affected Lenders as part of any Borrowing shall be made instead as Advances bearing interest at the Substitute Rate and all payments of principal of and interest on such Advances shall be made at the same time as payments of principal of and interest on the Eurodollar Rate Advances otherwise comprising part of such Borrowing. If at any time during which a Substitute Rate is in effect the cost to any of the Affected Lenders of making, participating in or renewing, or funding or maintaining, such Advances from alternative sources increases, the Affected Lenders shall promptly notify the Borrowers of the amount of such increase and the Borrowers shall have the option either (i) to pay to the Administrative Agent for the account of each such Affected Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Affected Lender for such increase or (ii) to Convert each such Advance bearing interest at the Substitute Rate into a Base Rate Advance. A certificate of any of the Affected Lenders pursuant to this Section 2.09(e), submitted to the Borrowers by such Affected Lender and specifying therein the cost to such Affected Lender of making, participating in or renewing, or funding or maintaining, Eurodollar Rate Advances from alternative sources and the circumstances that gave rise to the related suspension thereof, shall be conclusive and binding for all purposes, absent manifest error. (f) Each of the Lenders hereby agrees that, upon the occurrence of any circumstances entitling such Lender to additional compensation or to cease making, participating in or renewing, or funding or maintaining, Eurodollar Rate Advances under any of the foregoing provisions of this Section 2.09, such Lender shall use reasonable efforts (consistent with its existing internal policy applied on a nondiscriminatory basis and with applicable legal and regulatory restrictions) to designate a different Applicable Lending Office for any Advances affected by such circumstances and/or to take any other reasonable actions requested by the Borrowers if the making of such designation or the taking of such actions, in the case of Section 2.09(a) or 2.09(b), would avoid the need for such additional compensation or, in the case of Section 2.09(c) or 2.09(d), would allow such Lender to continue to perform its obligations to make, to participate in or renew, or to fund or maintain, Eurodollar Rate Advances, and, in any such case, would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If any of the Lenders entitled to additional compensation under any of the foregoing provisions of this Section 2.09 shall fail to designate a different Applicable Lending Office or to take such reasonable actions as provided in this Section 2.09(f) or if the inadequacy or illegality contemplated under Section 2.09(c) or 2.09(d), respectively, shall continue with respect to such Lender notwithstanding such designation or such reasonable actions, then, subject to the terms of Section 9.08(a), Holdings may cause such Lender to (and, if Holdings so demands, such Lender shall) assign all of its rights and obligations under this Agreement in accordance with Section 9.08(a); provided that if, upon such demand by Holdings, such Lender elects to waive its request for additional compensation pursuant to Section 2.09(a) or 2.09(b), the demand by Holdings for such Lender to so assign all of its rights and obligations under the Agreement shall thereupon be deemed withdrawn. Nothing in this Section 2.09(f) shall affect or postpone any of the rights of any of the Lenders or any of the obligations of the Borrowers under any of the foregoing provisions of this Section 2.09 in any manner.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.122.08, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.10 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower Borrowers, shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased costcost and the basis for determining such amount, submitted to each Borrower and the Borrower Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typesuch type (but not due to any change in the financial condition of such Lender), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment commitment to lend hereunder. A certificate as to such amounts and the basis for determining such amounts submitted to each Borrower and the Borrower Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Any Lender claiming any additional amounts payable pursuant to this Section 2.08 shall use its reasonable efforts (consistent with and subject to its internal policy and legal and regulatory restrictions) to make such changes to the jurisdiction of its Lending Office or otherwise if the making of such a change would avoid the need for, or reduce the amount of, any such increased costs and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (d) If any Lender requests compensation pursuant to Section 2.08 or 2.10 of this Agreement, or the obligation of any Lender to make or maintain Advances bearing interest at the Eurodollar Rate shall be suspended pursuant to Section 2.09 (such Lender being an “Affected Lender”), then, so long as such condition exists, the Borrowers may, so long as no Default has occurred and is continuing, on any date occurring at least 15 days after the date of such request or suspension, (a) designate an Eligible Assignee approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed) (such Eligible Assignee being a “Replacement Lender”) to assume the Affected Lender’s Advances and other rights and obligations under this Agreement and the Notes (all without recourse to or representation or warranty by, or expense to, the Affected Lender) for a purchase price equal to the principal amount of the outstanding Advances held by the Affected Lender plus all accrued and unpaid interest thereon plus all fees and other amounts owing to the Affected Lender under this Agreement and the Notes at such time, and, subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent and compliance with the requirements of Section 11.07, the Replacement Lender shall succeed to the rights and obligations of the Affected Lender under this Agreement and the Notes, (b) pay, or cause to be paid, to the Affected Lender all amounts payable to such Affected Lender under Section 11.04(c), calculated as if the purchase by the Replacement Lender constituted a mandatory prepayment of Advances by the Borrowers, and (c) pay to the Administrative Agent the processing and recordation fee specified in Section 11.07(a) with respect to such assignment; provided, however, that in the event the amount of Advances to be assumed by Replacement Lenders is less than the total amount of outstanding Advances held by all Affected Lenders, each Affected Lender’s outstanding Advances shall be reduced on a pro rata basis or in such other proportion as the Borrowers and all Affected Lenders may agree. If the Borrowers exercise their rights under the immediately preceding sentence, the Affected Lender shall no longer be a party to this Agreement or have any rights or obligations under this Agreement or the Notes; provided that (i) the obligations of the Borrowers to the Affected Lender under Sections 2.08, 2.10 and 11.04 and (ii) the obligations of such Affected Lender under Section 9.05 to the Administrative Agent, in each case with respect to events or circumstances occurring or obligations arising prior to, or as a result of, any such replacement shall survive such exercise by the Borrowers. (e) Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Lending Office to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder which, in each case, shall accrue interest at the Eurodollar Rate pursuant to Section 2.06(a)(i) of this Agreement, each such Advance will automatically, upon such demand, convert into a Base Rate Advance and the Administrative Agent shall promptly notify the Collateral Agent of such conversion.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any law or regulation made Requirement of Law after the date hereof of this Agreement or (ii) the compliance with any directive, guideline or request from any central bank or other Governmental Authority or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that, in any case under this clause (ii), becomes effective or is issued or made after the date of this Agreement (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any of the Lender Parties of agreeing to make or making, agreeing to participate in or participating in, agreeing to renew or renewing or funding or maintaining any Advances of either Type, or of agreeing to issue or of issuing, maintaining or participating in Letters of Credit or of agreeing to make or of making, funding making or maintaining Swing Line Advances or Letter of Credit Advances, or any reduction in the amount owing to any of the Lender Parties or their respective Applicable Lending Offices under this Agreement in respect of any Advances of either Type (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (yB) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has either of its Applicable Lending Office Offices or any political subdivision thereof), then the Borrower shall hereby agrees to pay, from time to time, time upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate or to reimburse such Lender Party for all such increased costcosts or reduced amounts. A certificate Each of the Lender Parties shall, as promptly as practicable after such Lender Party obtains knowledge of such circumstances and the determination of such Lender Party to request additional compensation from the Borrower pursuant to this subsection (a), provide notice to the Administrative Agent and the Borrower of the circumstances entitling such Lender Party to such additional compensation and the amount of such increased costadditional compensation (including the basis of calculation thereof), submitted to the Borrower by such Lender, which notice shall be conclusive and binding for all purposes, absent manifest error; provided, however, that none of the Lender Parties shall be entitled to additional compensation under this subsection (a) for any such cost incurred or reduced amount suffered from and after the date that is 180 days prior to the date such Lender Party first delivers such notice to the Borrower. In determining any such additional compensation, such Lender Party may use reasonable averaging and attribution methods. If any of the Lenders requests additional compensation from the Borrower under this subsection (a) in respect of its making, participating in or renewing Eurodollar Rate Advances, the Borrower may, upon notice to such Lender (with a copy of such notice to the Administrative Agent), suspend the obligation of such Lender to make, participate in and/or renew Eurodollar Rate Advances until the circumstances giving rise to such request no longer exist and, during such time, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall, notwithstanding the provisions of Section 2.07, be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing. (b) If, due to either (i) If any of the introduction of or any change in or in the interpretation of any law or regulation or (ii) the Lender Parties determines that compliance with any Requirement of Law or any directive, guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that is enacted or becomes effective, or is implemented or is first required or expected to be any increase in complied with after the date of this Agreement, affects the amount of capital required or expected to be maintained by such Lender Party (or either of the Applicable Lending Offices of such Lender Party) or by any Lender or any corporation Person controlling such Lender as a result Party and that the amount of such capital is increased by or is based upon the existence of the commitment of such Lender’s commitment Lender Party to lend hereunder or to issue or participate in Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), thenthen the Borrower hereby agrees to pay, upon demand by such Lender or such corporation Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party or such Person in light of such circumstances, to the extent that such Lender Party or such Person reasonably determines such increase in capital to be allocable to the existence of the commitment of such Lender’s Commitment hereunderLender Party to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate Each of the Lender Parties shall, as promptly as practicable after such Lender Party obtains knowledge of such circumstances and the determination of such Lender Party to request additional compensation from the Borrower pursuant to this subsection (b), provide notice to the Administrative Agent and the Borrower of the circumstances entitling such Lender Party to such amounts submitted to additional compensation and the Borrower by amount of such Lender additional compensation (including the basis of calculation thereof), which notice shall be conclusive and binding for all purposes, absent manifest error; provided, however, that none of the Lender Parties shall 47 52 be entitled to additional compensation under this subsection (b) for any such increases in capital required from and after the date that is 180 days prior to the date such Lender Party first delivers such notice to the Borrower. In determining any such additional compensation, such Lender Party may use reasonable averaging and attribution methods. (c) If, with respect to any Eurodollar Rate Advances under any of the Facilities, Lenders owed or holding not less than a majority in interest of the aggregate principal amount of all Advances outstanding under such Facility at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, participating in or renewing, or funding or maintaining, their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower (promptly following notice thereof from the Appropriate Lenders) that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any of the other provisions of this Agreement, if the introduction of or any change in or in the interpretation of any Requirements of Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, upon notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will automatically, on the last day of the then existing Interest Period therefor, if permitted under applicable law, or otherwise upon demand, Convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower (promptly following notice thereof from such Lender) that such Lender has determined that the circumstances causing such suspension no longer exist. If the obligation of a Lender to make Eurodollar Rate Advances is suspended pursuant to this subsection (d), then until the circumstances that gave rise to such suspension no longer apply to such Lender, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall, notwithstanding the provisions of Section 2.07, be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing. (e) Each of the Lenders hereby agrees that, upon the occurrence of any circumstances entitling such Lender to additional compensation or to cease making, participating in or renewing, or funding or maintaining, Eurodollar Rate Advances under any of the foregoing provisions of this Section 2.10, such Lender shall use reasonable efforts (consistent with its internal policy and with legal and regulatory restrictions) to designate a different Eurodollar Rate Lending Office for any Eurodollar Rate Advances affected by such circumstances if the making of such designation, in the case of subsection (a) or (b) of this Section 2.10, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue or, in the case of subsection (c) or (d) of this Section 2.10, would allow such Lender to continue to perform its obligations to make, to participate in or renew, or to fund or maintain, Eurodollar Rate Advances, and, in any such case, would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (f) If (i) any of the Lenders entitled to additional compensation under any of the foregoing provisions of this Section 2.10 shall fail to designate a different Eurodollar Rate Lending Office as provided in subsection (e) of this Section 2.10 or if the circumstances entitling any of the Lender Parties to additional compensation under subsection (a) or (b) of this Section 2.10 shall continue to be in effect notwithstanding such designation or since subsection (e) of this Section 2.10 is inapplicable or (ii) the inadequacy or illegality contemplated under subsection (c) or (d) of this Section 2.10, respectively,

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (xA) Indemnified Taxes, (B) Taxes or Other described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority enacted, promulgated, issued or made after the date hereof (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of or participation in any Letters of Credit (or similar contingent obligations), then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereundercommitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders in respect of such Facility owed at least 50% of the then aggregate unpaid principal thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation after the date hereof shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) Notwithstanding anything herein to the contrary, for the purposes of this Section 2.10, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be a change in law after the date hereof regardless of the date enacted, adopted or issued. (f) All amounts paid hereunder shall be without duplication of any amounts included within the definition of the term “Eurodollar Rate”. 69 Alliance Resource

Increased Costs, Etc. (a) If, due to either any Change in Law, (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Adjusted Term SOFR Advances or Adjusted DSS Advances or (ii) there shall be any reduction in the amount of any sum received or receivable by such Lender with respect thereto (excluding, for purposes of this Section 2.122.10, any such increased costs or reduction resulting from Indemnified Taxes, Taxes described in clauses (xb) through (d) of the definition of Excluded Taxes or Other Connection Income Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if the making of such a designation or assignment would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change Lender determines in or in the interpretation of good faith that compliance with 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), there shall be any increase in ) affects or would affect the amount of capital or liquidity required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this typelend, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such LenderXxxxxx’s Commitment hereundercommitment to lend. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything to the contrary contained in this Agreement, the Xxxx‑Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, in each case regardless of the date enacted, adopted, implemented or issued, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, or the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel Supervision known as Basel III and regardless of the date enacted, adopted, implemented or issued, shall be deemed an introduction or change of the type referred to in Section 2.10(a) and this Section 2.10(b). (c) If, with respect to (i) any Adjusted Term SOFR Advances, the Required Lenders notify the Administrative Agent that Adjusted Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Adjusted Term SOFR Advances for such Interest Period, or (ii) any Adjusted DSS Advances, the Required Lenders notify the Administrative Agent that Adjusted Daily Simple SOFR will not adequately reflect the cost to such Lenders of making, funding or maintaining their Adjusted DSS Advances, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each such Adjusted Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, or Adjusted DSS Advance on the next Daily RFR Business Day, as applicable, Convert into a Base Rate Advance and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Adjusted Term SOFR Advances or Adjusted DSS Advances, as applicable, shall be suspended until the Administrative Agent shall notify the Borrower that such Xxxxxxx have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Applicable Lending Office to perform its obligations hereunder to make Adjusted Term SOFR Advances or Adjusted DSS Advances or to continue to fund or maintain Adjusted Term SOFR Advances or Adjusted DSS Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Adjusted Term SOFR Advance or Adjusted DSS Advance, as applicable, will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Adjusted Term SOFR Advances and Adjusted DSS Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Xxxxxx has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would allow such Lender or its Applicable Lending Office to continue to perform its obligations to make Adjusted Term SOFR Advances or Adjusted DSS Advances to continue to fund or maintain Adjusted Term SOFR Advances or Adjusted DSS Advances and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in reserve requirements included in the LIBOR Rate Reserve Percentage, or in the interpretation of any law or regulation made after the date hereof regulation, or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining or maintaining Letters of Credit or of agreeing to make or of making or maintaining any Letter of Credit or LIBOR Rate or Base Rate Advances (excluding, excluding for purposes of this Section 2.12, 2.10 any such increased costs resulting from (x1) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y2) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, -------- ------- that a Lender claiming additional amounts under this subsection 2.10 (a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any increase in the amount of capital required or reasonably expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s 's commitment to lend or to issue Letters of Credit hereunder and other commitments or the issuance or maintenance of this typethe Letters of Credit, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder's commitment to lend or to issue Letters of Credit hereunder or to the issuance or maintenance of any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any LIBOR Rate Advances under any Facility, Lenders owed at least 66 2/3% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the LIBOR Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their LIBOR Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the appropriate Lenders, whereupon (i) each such LIBOR Rate Advance under any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the appropriate Lenders to make, or to Convert Advances into, LIBOR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its LIBOR Lending Office to perform its obligations hereunder to make LIBOR Rate Advances or to continue to fund or maintain LIBOR Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each LIBOR Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the appropriate Lenders to make, or to Convert Advances into, LIBOR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to -------- ------- use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different LIBOR Lending Office if the making of such a designation would allow such Lender or its LIBOR Lending Office to continue to perform its obligations to make LIBOR Rate Advances or to continue to find or maintain LIBOR Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs, Etc. (a) IfIf any Lender shall have determined that after the date hereof, due to either (i) the introduction adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or regulation made after the date hereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes authority, central bank or Other Taxes (comparable agency, has or would have the effect of reducing the rate of return on such Lender's or such other corporation's capital or assets as a consequence of such Lender's Commitment or Commitments hereunder or its obligations hereunder to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of a level below that which such Lender is organized or has its Lending Office such other corporation could have achieved but for such adoption, effectiveness, change or any political subdivision thereofcompliance (taking into consideration such Lender's or such other corporation's policies with respect to capital adequacy), then the Borrower shall from time to time, upon written demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due accompanied by the notice referred to either (i) the introduction of or any change 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), there shall be any increase in the amount of capital required or expected second to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments last sentence of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent)Section 1.06, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time Lender such additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or such other corporation for such reduction. In determining such additional amounts, each Lender will act reasonably and in light good faith and will use reasonable averaging and attribution methods. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 1.06, will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such circumstancesadditional amounts, although the failure to give any such notice shall not release or diminish the extent that such Lender reasonably determines such increase in capital Borrower's obligations to be allocable pay additional amounts pursuant to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.this

Increased Costs, Etc. (a) IfIn the event that the adoption of any applicable law, due to either (i) the introduction of rule or regulation, or any change in therein or in the interpretation of or application thereof by any law governmental authority, central bank or regulation made comparable agency charged with the interpretation or administration thereof or compliance by any Participant with any request or directive after the date hereof 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) of any such authority, central bank or comparable agency: (i) does or shall subject any Participant to any additional tax of any kind whatsoever with respect to the Operative Documents or any Loan or Lessor Amount, as applicable, made by it, or change the basis or the applicable rate of taxation of payments to such Participant of principal, interest or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by or with respect to the overall gross or net income, or gross or net receipts (including, without limitation, any minimum taxes, income or capital gains taxes, or taxes on, or measured by or with respect to or in the nature of capital, net worth, excess profits, items of tax preference, capital stock, business privilege or doing business or any other similar taxes) of such Participant (other than any such tax imposed by means of withholding and specifically excluding income taxes merely collected by means of withholding) or any tax imposed in lieu thereof); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Participant which are applicable to banks generally and not otherwise included in determination of the rate of interest on Loan or Lessor Amount, as applicable, hereunder; or (iii) does or shall impose on such Participant any other condition applicable to banks generally; and the result of any of the foregoing is to increase the cost to such Participant of making or maintaining any LIBO Rate Amount, or to reduce any amount receivable hereunder, then in any such case, such Participant shall promptly notify the Company, as agent for the Lessees, and the Lessees shall promptly pay to such Participant, upon demand, any additional amounts necessary to compensate such Participant for such increased cost or reduced amount receivable which such Participant deems to be material as determined by such Participant with respect to any LIBO Rate Amount, and the Lessees may act to minimize such increased cost or the reduction in the amount receivable, so long as such action does not adversely affect such Participant. (b) If any Participant shall have determined that, after the date hereof, there shall be the adoption of any increase in the cost to any Lender of agreeing to make applicable law, rule or of makingregulation regarding capital adequacy, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof)change therein, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law)) of any such authority, there shall be central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Participant (or any increase in entity directly or indirectly controlling such Participant) as a consequence of such Participant's obligations under the Operative Documents to a level below that which such Participant (or any entity directly or indirectly controlling such Participant) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount of capital required or expected deemed by such Participant to be maintained by any Lender or any corporation controlling material, then such Lender Participant shall promptly notify the Company, as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent agent for the account Lessees, of such Lendersame and, from time to time as specified time, within fifteen (15) days after demand by such LenderParticipant, the Lessees shall pay to such Participant such additional amount or amounts sufficient as will compensate such Participant (or its Parent) for such reduction, and the Lessees may act to minimize such increased cost or the reduction in the amount receivable, so long as such action does not adversely affect such Participant. (c) Each Participant will promptly notify the Company, as agent for the Lessees, of any event of which it has knowledge, occurring after the date hereof, which will entitle such Participant to compensation pursuant to this Section and will, if practicable, with the consent of the Company, as agent for the Lessees (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Participant, be otherwise disadvantageous to such Participant. A certificate of such Participant claiming compensation under this Section and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it hereunder shall be presumed correct in the absence of demonstrable error. In determining such amount, such Participant may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing clauses (a) and (b) of this Section 13.9, the Lessees shall only be obligated to compensate such Lender Participant for any amount arising or accruing both: (i) during (A) any time or period commencing (x) in light the case of subsection (a), not earlier than the first day of any Interest Period in effect on the date which, and (y) in the case of subsection (b), not earlier than the date on which, such Participant notifies the Company, as agent for the Lessees, that it proposes to demand such compensation and identifies to the Company in such notice the statute, regulation or other basis upon which the claimed compensation is or will be based and how amounts owing thereunder are to be allocated to the Lessees and (B) any time or period during which, because of the retroactive application of such circumstancesstatute, to the extent regulation or other basis, such Participant did not know that such Lender reasonably determines amount would arise or accrue; and (ii) within six months prior to any demand therefor, accompanied by a certificate of such increase Participant claiming compensation and setting forth in capital reasonable detail its computation of the additional amount or amounts to be allocable paid to the existence of such Lender’s Commitment it hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) If the introduction adoption of or any change in a Requirement of Law or in the interpretation of or application thereof applicable to any law Participant, or regulation made after the date hereof or (ii) the compliance by any Participant with any guideline request or request from any central bank or other Governmental Authority directive (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 Authority, in each case made subsequent to the Documentation Date (whether or, if later, the date on which such Participant becomes a Participant): (i) shall subject such Participant to any tax of any kind whatsoever with respect to any Eurodollar Loans/Lessor Amounts made, continued or not having maintained by it or its obligation to make, continue or maintain Eurodollar Loans/Lessor Amounts, or change the force basis of lawtaxation of payments to such Participant in respect thereof (except for excluded Impositions, any changes in taxes measured by or imposed upon the overall gross or net income, franchise or other taxes (imposed in lieu of such net income tax), there of such Participant or its applicable lending office, branch, or any affiliate thereof); or (ii) shall be impose, modify or hold applicable any increase reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, Loans and Lessor Amounts, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Participant which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Participant any other condition (excluding any Tax of any kind) whatsoever in connection with the Operative Documents; and the result of any of the foregoing is to increase the cost to such Participant, by an amount of capital required or expected which such Participant deems to be maintained by material, of making, continuing or maintaining Eurodollar Loans/Lessor Amounts or to reduce any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend amount receivable hereunder and other commitments of this typein respect thereof, then, in any such case, upon demand by such Lender or such corporation (with a copy of such demand notice to the Administrative Agent)Representative from such Participant, the Borrower shall pay to through the Administrative Agent for and/or the account of Agent Lessor, in accordance herewith, the Representative shall pay such Lender, from time to time as specified by such Lender, Participant any additional amounts sufficient necessary to compensate such Lender Participant for such increased cost or reduced amount receivable; provided that, in light of any such circumstancescase, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.Representative may elect to

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) IfAgreement, due to either either (i) the introduction of or any change 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 authority (whether or not having the force of law), there shall be any (x) change in the basis of taxation of payments to the Bank of the principal of or interest on the Loan (excluding changes in the rate of tax payable on the Bank's overall income and bank franchise taxes) or (y) imposition or change in any reserve or similar requirement, and the result of any of the foregoing is an increase in the cost to the Bank of agreeing to make or making, funding or maintaining the Loan (other than the Eurodollar Reserve Percentage), then the Borrower shall from time to time, upon demand by the Bank and within 15 days thereof, pay to the Bank an additional amount sufficient to compensate the Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by the Bank, shall be conclusive and binding for all purposes, absent demonstrable error. (b) If the Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any Lender the Bank or any corporation controlling the Bank and that the amount of such Lender as a result of capital is increased by or based upon the existence of such Lender’s the Loan or the Bank's commitment to lend hereunder and other commitments of this typehereunder, thenthen the Borrower shall, upon within fifteen (15) days after demand by such Lender the Bank, pay to the Bank an additional amount sufficient to compensate the Bank or such corporation (with a copy of such demand to in the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender the Bank reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment the Loan or the Bank's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender the Bank shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c) Prior to making any demand for compensation under this Section 2.10, unless such action would be economically or legally disadvantageous to the Bank in the reasoned opinion of its tax or regulatory advisors, the Bank will (i) designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation to which the Bank is entitled pursuant to this Section 2.10 and (ii) permit the Borrower to prepay all or any part of the Loan together with interest to the date of payment, subject to payment of the cancellation fee in Section 2.5 (if applicable) and payment of funding losses pursuant to Section 2.12.

Increased Costs, Etc. (a) If, due to either (i) If the introduction adoption of or any change in a Requirement of Law or in the interpretation of or application thereof applicable to any law Participant, or regulation made after the date hereof or (ii) the compliance by any Participant with any guideline request or request from any central bank or other Governmental Authority directive (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change 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 Authority, in each case made subsequent to the Documentation Date (whether or, if later, the date on which such Participant becomes a Participant): (i) shall subject such Participant to any tax of any kind whatsoever with respect to any Eurodollar Loans/Certificate Holder Amounts made, continued or not having maintained by it or its obligation to make, continue or maintain Eurodollar Loans/Certificate Holder Amounts, or change the force basis of lawtaxation of payments to such Participant in respect thereof (except for excluded Impositions, any changes in taxes measured by or imposed upon the overall gross or net income, franchise or other taxes (imposed in lieu of such net income tax), there of such Participant or its applicable lending office, branch, or any affiliate thereof); or (ii) shall be impose, modify or hold applicable any increase reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, Loans and Certificate Holder Amounts, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Participant which is not otherwise included in the amount determination of capital required or expected to be maintained by the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Participant any Lender or other condition (excluding any corporation controlling such Lender as a Tax of any kind) whatsoever in connection with the Operative Documents; and the result of any of the foregoing is to increase the cost to such Participant, by a material amount, of making, continuing or based upon the existence of such Lender’s commitment maintaining Eurodollar Loans/Certificate Holder Amounts or to lend reduce any amount receivable hereunder and other commitments of this typein respect thereof, then, in any such case, upon demand by such Lender or such corporation (with a copy of such demand notice to the Administrative Agent)Lessee Agent from such Participant, the Borrower shall pay to through the Administrative Agent for and/or the account of Agent Certificate Holder, in accordance herewith, the Lessee Agent shall pay such Lender, from time to time as specified by such Lender, Participant any additional amounts sufficient necessary to compensate such Lender Participant for such increased cost or reduced amount receivable; provided that, in light any such case, the Lessee Agent may elect to convert the Eurodollar Loans/Certificate Holder Amounts made by such Participant hereunder to Base Rate Loans/Certificate Holder Amounts by giving the Administrative Agent at least one (1) Business Day's notice of such circumstanceselection, in which case the Lessee Agent shall promptly pay to such Participant, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 13.10. All payments required by this Section 13.9(a) shall be made by the Lessee within ten (10) Business Days after demand by the affected Participant. The Lessee Agent shall not be obligated to reimburse any Participant for any increased cost or reduced return incurred more than one hundred eighty (180) days after the date that such Participant receives actual notice of such increased cost or reduced return unless such Participant gives notice thereof to the Lessee Agent in accordance with this Section 13.9 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Lessee Agent, through the Administrative Agent and/or the Agent Certificate Holder, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation thereof (including the method by which such Participant allocated such amounts to the Lessee Agent). Such a certificate as to any additional amounts payable pursuant to this clause submitted by such Participant, through the Administrative Agent and/or the Agent Certificate Holder, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender Lessee Agent shall be conclusive and binding for all purposes, absent in the absence of manifest error. This covenant shall survive the termination of this Participation Agreement and the payment of the Loans and Certificate Holder Amounts and all other amounts payable hereunder. (b) Each Participant shall use its reasonable efforts to reduce or eliminate any unlawfulness or claim for compensation pursuant to Sections 13.7, 13.8 or 13.9(a), including, without limitation, a change in the office of such Participant at which its obligations related to this Participation Agreement are maintained if such change will cure the unlawfulness or avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any such claim of unlawfulness or for compensation shall not be eliminated or waived, the Lessee Agent shall have the right to replace the affected Participant with a new financial institution that shall succeed to the rights of such Participant under this Participation Agreement; provided, however, that such Participant shall not be replaced hereunder until it has been paid in full such claim and all other amounts owed to it hereunder.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation of thereof and requests, directives, instructions and notices at any law time or regulation from time to time heretofore or hereafter made after upon or otherwise issued to the date hereof or (ii) the compliance with any guideline or request from Bank by any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereoffiscal, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank monetary or other Governmental Authority (authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be (i) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any Lender sum receivable or any corporation controlling such Lender as a result of or based upon deemed received by the existence of such Lender’s commitment to lend hereunder and other commitments of this typeBank from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such Lender matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or 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 the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such corporation (with a copy applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such demand occurrence give notice thereof to the Administrative AgentBorrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which will, in the Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Borrower shall pay to the Administrative Agent for the account Bank's determination of such Lenderamount to be conclusive and binding upon the Borrower, from time absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to time as specified by such Lender, payment of any amounts due under Section 4.4. (c) In determining the additional amounts sufficient to compensate payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such Lender additional costs, reductions, payments, foregone interest or other sums among its customers in light of such circumstances, good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that such Lender reasonably determines such increase the additional amounts payable hereunder are not already reflected in capital to be allocable to the existence calculation of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorReserve Requirement.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof 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) made after the date hereof), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances Eurodollar Rate Loans (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis or rate of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or If any change in or in the interpretation of Lender determines that compliance with 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), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any such Lender or any corporation controlling such Lender as a result and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder make Loans and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereundercommitment to make Loans. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, with respect to any Eurodollar Rate Loans, Lenders owed at least 33⅓% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Loans will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Loan under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be suspended, in each case, until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist, in which case the obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be reinstated. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Loan under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be suspended, in each case, until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist, in which case the obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be reinstated; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs, Etc. (a) IfSubject to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), due to either if any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the introduction Overall Net Income of such Lender or any change of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or in any of the interpretation other Loan Documents or any of its obligations hereunder or thereunder or any law payments to such Lender (or regulation made after the date hereof its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) the compliance with imposes, modifies or holds applicable any guideline or request from reserve (including any central bank marginal, emergency, supplemental, special or other Governmental Authority reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (whether iii) imposes any other condition (other than with respect to a Tax matter) on or not having affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the force result of law) made after any of the date hereof, there shall be any foregoing is to increase in the cost to any such Lender of agreeing to make Loans hereunder or of making, funding to reduce any amount received or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand receivable by such Lender (or its applicable lending office) with a copy of respect thereto; then, in any such demand to case, the Administrative Agent), Borrower shall promptly pay to such Lender, upon receipt of the Administrative Agent for statement referred to in the account next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender additional amounts sufficient in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased costcost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. A certificate as to the amount of such increased cost, submitted Such Lender shall deliver to the Borrower by (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such LenderLender under this Section 2.14, which statement shall be conclusive and binding for upon all purposes, parties hereto absent manifest error. (b) If, due to either (i) Failure or delay on the introduction of or any change in or in the interpretation part of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or to demand compensation pursuant to this Section shall not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as constitute a result of or based upon the existence waiver of such Lender’s commitment right to lend hereunder demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.14 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand Xxxxxx’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof). (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR or (B) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent may establish a reasonable replacement interest rate, which will be SOFR or another replacement rate as reasonably determined by the Administrative Agent in good faith consultation with the Borrower (which consultation shall not be required if a Default or Event of Default has occurred) (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace LIBOR for all purposes under the Loan Documents unless and until the Administrative Agent notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be reasonably amended in good faith with the consent of the Administrative Agent in consultation with the Borrower (which consultation shall not be required if a Default or Event of Default has occurred), as may be reasonably necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this clause (c). The Replacement Rate shall be applied in a manner consistent with market practice; provided that, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstanceseach case, to the extent that such Lender market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determines such increase determined by the Administrative Agent in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to good faith in consultation with the Borrower by such Lender (which consultation shall not be conclusive and binding for all purposes, absent manifest errorrequired if a Default or Event of Default has occurred).

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of of, in each case after the date hereof, any law or regulation made after the date hereof or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender Bank of agreeing to make issue or of making, funding issuing or maintaining Advances or participating in Letters of Credit (excluding, for purposes of this Section 2.122.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall Account Parties jointly and severally agree to pay, from time to time, upon within five days after demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower Account Parties by such LenderBank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender Bank or any corporation controlling such Lender Bank as a result of or based upon the existence of such Lender’s Bank's commitment to lend hereunder and other commitments of this such type, then, upon within five days after demand by such Lender Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the Borrower shall basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank in the light of such circumstances, to the extent that such Lender Bank reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunderBank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower Account Parties by such Lender Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bank. (d) (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) If the introduction adoption of or any change in a Requirement of Law or in the interpretation of or application thereof applicable to any law Participant, or regulation made after the date hereof or (ii) the compliance by any Participant with any guideline request or request from any central bank or other Governmental Authority directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made after subsequent to the Documentation Date (or, if later, the date hereof, there on which such Participant becomes a Participant): (i) shall be any increase in the cost subject such Participant to any Lender tax of agreeing any kind whatsoever with respect to make any Eurodollar Loans/Lessor Amounts made, continued or of makingmaintained by it or its obligation to make, funding continue or maintaining Advances (excludingmaintain Eurodollar Loans/Lessor Amounts, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in change the basis of taxation of payments to such Participant in respect thereof (except for Taxes that would be excluded from the definition of Impositions, any changes in taxes measured by or imposed upon the overall gross or net income, franchise or other taxes (imposed in lieu of such net income tax), of such Participant its applicable lending office, branch, or overall gross income any affiliate thereof); or (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, Loans, Lessor Amounts, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Participant which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iii) shall impose on such Participant any other condition (excluding any Tax of any kind) whatsoever in connection with the Operative Documents; and the result of any of the foregoing is to increase the cost to such Participant of making, continuing or maintaining Eurodollar Loans/Lessor Amounts or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Lessee from such Participant, the Lessee shall pay such Participant any additional amounts necessary to compensate such Participant for such increased cost or reduced amount receivable; provided Xxx Research Corporation Participation Agreement that, in any such case, the Lessee may elect to convert the Eurodollar Loans/Lessor Amounts made or held by such Participant hereunder to Base Rate Loans/Lessor Amounts by giving the Administrative Agent at least one (1) Business Day's notice of such election, in which case the Lessee shall promptly pay to such Participant, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 13.10. All payments required by this Section 13.9(a) shall be made by the United States of America or Lessee within five (5) Business Days after demand by the foreign jurisdiction applicable Participant. The Lessee shall not be obligated to reimburse any Participant for any increased cost or state under reduced return incurred more than one hundred eighty (180) days prior to the laws date that such Participant delivers notice to the Lessee of such increased cost or reduced return unless such Participant gives notice thereof to the Lessee in accordance with this Section 13.9 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Lessee, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation thereof (including the method by which such Lender is organized or has its Lending Office or Participant allocated such amounts to the Lessee). Such a certificate as to any political subdivision thereof), then the Borrower shall from time additional amounts payable pursuant to time, upon demand this clause submitted by such Lender (with a copy of such demand to Participant, through the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, Lessee shall be conclusive and binding for all purposes, absent manifest error. This covenant shall survive the termination of this Participation Agreement and the payment of the Loans and Lessor Amounts, as the case may be, and all other amounts payable hereunder. (b) IfEach Participant shall use its reasonable efforts to reduce or eliminate any unlawfulness or claim for compensation pursuant to Sections 13.7, due to either (i) the introduction of 13.8 or any 13.9(a), including, without limitation, a change in the office of such Participant at which its obligations related to this Participation Agreement are maintained if such change will cure the unlawfulness or avoid the need for, or reduce the amount of, such compensation and will not, 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), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence reasonable judgment of such Lender’s commitment Participant, be otherwise disadvantageous to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest errorit.