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, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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, 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, of 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.062.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation 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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such this type, then, within five days after upon demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of CreditCommitment hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

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, in each case after the date hereof, of any law or regulation 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 cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.11 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrowers shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrowers by such BankLender, 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, in each case after the date hereof, regulation 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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such typetype (or similar contingent obligations), then, within five days after upon demand by such Bank 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 demandedBorrowers, the Account Parties jointly and severally severally, agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters 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 Credit hereunder or the demand from the affected Lender pursuant to the issuance or maintenance of or participation in any Letters of Creditthis Section 2.09(b). A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Account Parties and 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 event 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 which it 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 actual knowledge which will result indetermined that the circumstances causing such suspension no longer exist; provided, and will however, that, before making any such demand, such Lender agrees to use reasonable commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (de) Notwithstanding In the provisions event that any Lender demands payment of Section 2.06(a), 2.06(b) costs or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation additional amounts pursuant to Section 2.06(a2.09 or Section 2.11 or asserts, pursuant to Section 2.09(d), 2.06(b) that it is unlawful for such Lender to make Eurodollar Rate Advances or 2.08 becomes a Defaulting Lender then (subject to such Lender’s right to rescind such demand or assertion within 120 10 days after the notice from the Borrowers referred to below) the Borrowers may, upon 20 days’ prior written notice to such Bank obtains actual knowledge 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 event or circumstanceassignment (including amounts owing pursuant to Sections 2.09, then 2.11, 2.14 and 8.04) and (c) each such Bank shall not be entitled Lender assignee agrees to compensation from the Account Parties for any amount arising prior accept such assignment and to the date which is 120 days before the date on which such Bank notifies the Account Parties assume all obligations of such event or circumstance. For avoidance of doubt, it is noted that the term “Bank” as used Lender assignor hereunder in this accordance with Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as such8.07.

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 of, in each case or application of any Requirement of Law after the date hereof, any law or regulation of this Agreement or (ii) the compliance with any directive, guideline or request issued after the date hereof from any central bank or other governmental authority 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), there shall be any increase in the cost to any Bank 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 or issuing, maintaining or participating in Letters of Credit or the of agreeing to make or of making of 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 2.062.10, any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.08 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 Bank Lender Party is organized or has either of its Applicable Lending Office Offices or any political subdivision thereof), then the Account Parties jointly and severally agree Borrower hereby agrees to pay, from time to time, within five days after time upon demand by such Bank Lender Party (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, to the Administrative Agent for the account of such Bank Lender Party additional amounts sufficient to compensate or to reimburse such Bank 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 Account Parties by such Bank, 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, in each case after the date hereof, or (ii) the Lender Parties determines that compliance with any Requirement of Law or any directive, 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 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 Bank or any corporation Person controlling such Bank as a result Lender Party and that the amount of such capital is increased by or is based upon the existence of the commitment of such Bank’s commitment Lender Party to lend hereunder or to issue or participate in Letters of Credit hereunder and other commitments of such typetype or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), thenthen the Borrower hereby agrees to pay, within five days after upon demand by such Bank or such corporation Lender Party (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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such BankLender Party, from time to time as specified by such BankLender Party, additional amounts sufficient to compensate such Bank Lender Party or such Person in the light of such circumstances, to the extent that such Bank Lender Party or such Person reasonably determines such increase in capital to be allocable to the existence of the commitment of such Bank’s commitment Lender 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 Account Parties by amount of such Bank 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) Each Bank shall promptly 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 Account Parties and 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 event Requirements of which 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 actual knowledge which will result indetermined 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 will 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 commercial efforts available (consistent with its internal policy and with legal and regulatory restrictions) to it 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 (and 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 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (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) Notwithstanding of this Section 2.10, respectively, shall continue with respect to any of the provisions Lenders notwithstanding such designation, then, subject to the terms of Section 2.06(a8.07(a), 2.06(b) or 2.08 the Borrower may cause such Lender Party to (and without limiting Section 2.06(c) above)and, if any Bank fails the Borrower so demands, such Lender Party shall) assign all of its rights and obligations under this Agreement to notify one or more other Persons in accordance with Section 8.07(a); provided that if, upon such demand by the Account Parties of any event or circumstance that will entitle Borrower, such Bank Lender Party elects to waive its request for additional compensation pursuant to Section 2.06(a), 2.06(bsubsection (a) or 2.08 within 120 days after such Bank obtains actual knowledge (b) 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 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 other Sections subsection (e) of this Agreement includes Section 2.10 or this subsection (f) shall affect or postpone any of the Issuing Banks 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 its capacity as suchany manner.

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, in each case after the date hereof, of any law or regulation 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 cost to any Bank Lender of agreeing to issue or of issuing funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.11 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation 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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such type, then, within five days after upon demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.11 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank such Lender or any corporation controlling such Bank as a result Lender and that the amount of such capital is increased by or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such type, then, within five days after upon demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Account Parties and the Administrative Agent of that the Eurodollar Rate for any event of which it has actual knowledge which Interest Period for such Advances will result in, and will use reasonable commercial efforts available to it (and not, in such Bank’s good faith judgment, otherwise disadvantageous not adequately reflect the cost to such Bank) to mitigate Lenders of making, funding or avoid any obligation by maintaining their Eurodollar Rate Advances for such Interest Period, the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(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 Administrative Agent shall promptly forthwith so notify the Account Parties 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). Without limiting Agent shall notify the foregoing, each Bank will designate a different Applicable Lending Office if Borrower that such designation will avoid (or reduce Lenders have determined that the cost to the Account Parties of) any event described in the preceding sentence and circumstances causing such designation will not, in such Bank’s good faith judgment, be otherwise disadvantageous to such Banksuspension no longer exist. (d) Notwithstanding the provisions any other provision of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above)this Agreement, if the introduction of or any Bank fails 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 Account Parties of any event or circumstance Borrower that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Lender has determined that the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchcircumstances 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, in each case after the date hereof, of any law or regulation 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 cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.08, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.10 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrowers shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrowers by such BankLender, 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, in each case after the date hereof, regulation 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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such typetype (or similar contingent obligations), then, within five days after upon demand by such Bank 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 demandedBorrowers, the Account Parties jointly and severally severally, agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters 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 Credit hereunder or the demand from the affected Lender pursuant to the issuance or maintenance of or participation in any Letters of Creditthis Section 2.09(b). A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If the Required Lenders notify the Account Parties and 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 event 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 which it the Lenders to make Bridge Loans shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has actual knowledge which will result indetermined that the circumstances causing such suspension no longer exist; provided, and will however, that, before making any such demand, such Lender agrees to use reasonable commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (de) Notwithstanding In the provisions event that any Lender demands payment of Section 2.06(a), 2.06(b) costs or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation additional amounts pursuant to Section 2.06(a2.08 or Section 2.10 or asserts, pursuant to Section 2.08(d), 2.06(b) that it is unlawful for such Lender to make Bridge Loans or 2.08 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 120 10 days after the notice from the Borrowers referred to below) the Borrowers may, upon 20 days’ prior written notice to such Bank obtains actual knowledge 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 event or circumstanceassignment (including amounts owing pursuant to Sections 2.08, then 2.10, 2.13 and 8.04) and (c) each such Bank shall not be entitled Lender assignee agrees to compensation from the Account Parties for any amount arising prior accept such assignment and to the date which is 120 days before the date on which such Bank notifies the Account Parties assume all obligations of such event or circumstance. For avoidance of doubt, it is noted that the term “Bank” as used Lender assignor hereunder in this accordance with Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as such8.07.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank 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 or participating in Letters of Credit or the of agreeing to make or of making of or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.062.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.12 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 Bank Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties Borrowers jointly and severally agree to pay, from time to time, within five days after upon demand by such Bank Lender Party (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, to pay to the Administrative Agent for the account of such Bank Lender Party additional amounts sufficient to compensate such Bank Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender Party, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender Party or any corporation controlling such Bank Lender Party as a result of or based upon the existence of such Bank’s Lender Party's commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of such typetype or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, within five days after upon demand by such Bank or such corporation Lender Party (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 Account Parties Borrowers jointly and severally agree to pay to the Administrative Agent for the account of such BankLender Party, from time to time as specified by such BankLender Party, additional amounts sufficient to compensate such Bank Lender Party in the light of such circumstances, to the extent that such Bank Lender Party reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender Party'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 Account Parties Borrowers by such Bank Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Account Parties and the Administrative Agent of that the Eurodollar Rate for any event of which it has actual knowledge which Interest Period for such Advances will result in, and will use reasonable commercial efforts available to it (and not, in such Bank’s good faith judgment, otherwise disadvantageous not adequately reflect the cost to such Bank) to mitigate Lenders of making, funding or avoid any obligation by maintaining their Eurodollar Rate Advances for such Interest Period, the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(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 Administrative Agent shall promptly forthwith so notify the Account Parties 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). Without limiting Agent shall notify the foregoing, each Bank will designate a different Applicable Lending Office if Borrowers that such designation will avoid (or reduce Lenders have determined that the cost to the Account Parties of) any event described in the preceding sentence and circumstances causing such designation will not, in such Bank’s good faith judgment, be otherwise disadvantageous to such Banksuspension no longer exist. (d) Notwithstanding the provisions any other provision of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above)this Agreement, if the introduction of or any Bank fails 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, on the last day of the then existing Interest Period therefor or, if required by applicable law, immediately, 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 Account Parties of any event or circumstance Borrowers that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Lender has determined that the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchcircumstances causing such suspension no longer exist.

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 ofthereof or in its application to the Borrower, in each case after the date hereof, or if compliance by any law or regulation or (ii) the compliance Lender Party with any applicable direction, request, requirement or guideline or request issued after the date hereof 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) 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), there 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, shall: (a) subject any Lender Party to any taxes, levies, duties, charges, fees, deductions or withholdings of any nature with respect to its commitment to lend or to issue or participate in Letters of Credit 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, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Section 3.6, withholding taxes); or (b) change the basis of taxation to any Lender Party (other than a change in taxation on the overall net income of 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 be 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 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 to issue or participate in Letters of Credit hereunder, and the result of any of the foregoing is either (i) to increase in the cost to any Bank such Lender Party of agreeing to issue making Advances or of issuing or maintaining 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 Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in a designation would avoid 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy effects of such demand to the Administrative Agent)law, 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 Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of regulation or regulatory requirement or any change in therein or in the interpretation of any law or regulationthereof and would not, in each case after the date hereofreasonable judgment of such Lender Party, or be otherwise disadvantageous to such Lender Party and (iiB) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there Borrower shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based forthwith upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time Lender Party such amount as specified by such Bank, additional amounts sufficient is necessary to compensate such Bank in the light Lender Party for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such circumstancesadjustment. Such notice shall (i) describe in reasonable detail the event leading to such additional cost, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such additional cost, (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 extent that best of its knowledge, such Bank reasonably determines such increase change in capital to be allocable circumstance is of general application to the existence commercial banking industry in such Lender Party’s jurisdiction of organization or in the relevant jurisdiction in which such Bank’s commitment to issue Lender Party does business. Failure or participate in Letters of Credit hereunder or to delay on the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such 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 part of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available Lender Party 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to demand compensation pursuant to this Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge shall not constitute a waiver of such event or circumstance, then Lender Party’s right to demand such Bank compensation; provided that the Borrower shall not be entitled required to compensation from the Account Parties compensate a Lender Party pursuant to this Section for any amount arising increased costs or reductions incurred more than three months prior to the date which that such Lender Party notifies the Borrower of the circumstance giving rise to such 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 120 days before retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date on which that such Bank Lender Party notifies the Account Parties Borrower of the circumstance giving rise to such cost or reductions and 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 Banks in its capacity as suchLender Party’s intention to claim compensation therefor.

Increased Costs, Etc. (a) If, after the date of this Agreement, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes 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 net income and bank franchise taxes) or overall gross income by (y) imposition or change in any reserve or similar requirement, and the United States result of any of the foregoing is an increase in the cost to the Bank of agreeing to make or by making, funding or maintaining the foreign jurisdiction or state under Loan (other than the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereofEurodollar Reserve Percentage), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such the Bank (with a copy of such demand and within 15 days thereof, pay to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the Bank an additional amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such the Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such the Bank, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If, due to either (i) If the introduction of or any change in or in the interpretation of Bank determines that compliance with any law or regulation, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 the Bank or any corporation controlling the Bank and that the amount of such Bank as a result of capital is increased by or based upon the existence of such the Loan or the Bank’s 's commitment to lend hereunder and other commitments of such typehereunder, thenthen the Borrower shall, within five fifteen (15) days after demand by such the Bank, pay to the Bank an additional amount sufficient to compensate the Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such the Bank reasonably determines such increase in capital to be allocable to the existence of such the Loan or the Bank’s 's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such the Bank shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of Prior to making any event of which it has actual knowledge which will result indemand for compensation under this Section 2.10, and will use reasonable commercial efforts available to it (and not, in unless such Bank’s good faith judgment, otherwise action would be economically or legally disadvantageous to such Bank) to mitigate the Bank in the reasoned opinion of its tax or avoid any obligation by regulatory advisors, the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(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 (i) designate a different Applicable Lending Office lending office if such designation will avoid (the need for, or reduce the cost 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 Account Parties ofdate of payment, subject to payment of the cancellation fee in Section 2.5 (if applicable) 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) Notwithstanding the provisions payment of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation funding losses pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such2.12.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation 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 (whether or not having the force of law), there shall be any increase in the cost to any Bank 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 or participating in Letters of Credit or the of agreeing to make or of making of or maintaining Letter of Credit Advances (excluding, excluding for purposes of this Section 2.06, 2.10 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.08 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 or by the foreign jurisdiction or state under the laws of which such Bank Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after demand on or prior to the third Business Day following receipt by the Borrower of the certificate referred to below from such Bank Lender Party (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 Bank Lender Party additional amounts sufficient to compensate such Bank 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 Account Parties Borrower by such BankLender 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 issued or promulgated after the date hereof 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 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 or to issue Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of the Letters of Credit (or similar contingent obligations), then, 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), the Borrower shall pay to the Administrative 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 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, due with respect to either 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, or (ii) the compliance with any guideline or request issued shall make it unlawful, or, after the date hereof from hereof, any central bank or other governmental authority (whether shall assert that it is unlawful, for any Lender or not having the force of law), there shall be any increase in the amount of capital required its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or expected to be maintained by any Bank continue to fund or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such typemaintain Eurodollar Rate Advances hereunder, then, within five days after on notice thereof and demand therefor by such Bank or such corporation (with a copy of such demand Lender to the Borrower through the Administrative Agent), (i) each Eurodollar Rate Advance under each Facility under which demand shall include such Lender has a statement Commitment will automatically, on the last day of the basis for then existing Interest Period therefor, if permitted by applicable law, or otherwise upon such demand demand, Convert into a Prime Rate Advance and a calculation in reasonable detail (ii) the obligation of the amount demandedAppropriate Lenders to make, the Account Parties jointly and severally agree or to pay to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent for shall notify the account 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 Bank, from time a designation would allow such Lender or its Eurodollar Lending Office to time as specified by such Bank, additional amounts sufficient continue to compensate such Bank in the light of such circumstances, perform its obligations to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’s commitment to issue or participate in Letters of Credit hereunder make Eurodollar Rate Advances or to the issuance continue to fund or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive maintain Eurodollar Rate Advances 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 would not, in the judgment of 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), in each case, that becomes effective after the date hereof, there shall be any increase in the cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.08, 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 2.08 2.10 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other 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 Bank such Lender or any corporation controlling such Bank as a result Lender and that the amount of such capital is increased by or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such type, then, within five days after upon demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, Lenders owed at least 50% of the then aggregate unpaid principal amount thereof notify the Account Parties and 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 event 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 which it the Lenders to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has actual knowledge which will result indetermined that the circumstances causing such suspension no longer exist; provided, and will however, that, before making any such demand, such Lender agrees to use reasonable commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change Change in or in the interpretation of, in each case after the date hereof, any law or regulation Law or (ii) the compliance with any guideline or request issued after the date hereof or directive from any central bank or other governmental authority (whether or not having the force of law), (A) any 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 the of agreeing to make or of making of or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.062.10, any such increased costs resulting from (x) Taxes described in the definitions of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.08 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 Taxes), or by to reduce the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision amount receivable in respect thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank Lender Party (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 Bank Lender Party additional amounts sufficient to compensate such Bank 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 Account Parties Borrower by such BankLender 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank such Lender Party or any corporation holding company controlling such Bank as a result Lender Party and that the amount of such capital or liquidity is increased by or based upon the existence of such BankLender Party’s commitment to lend hereunder and other commitments or to issue or participate in Letters of such typeCredit hereunder, then, within five days after upon demand by such Bank Lender Party or such corporation holding company (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender Party, from time to time as specified by such BankLender Party, additional amounts sufficient to compensate such Bank Lender Party in the light of such circumstances, to the extent that such Bank Lender Party reasonably determines such increase in capital or liquidity to be allocable to the existence of such BankLender Party’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, 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 Account Parties Borrower by such Bank 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) 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 Section 2.06(a) or 2.06(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[Reserved]. (d) Notwithstanding the provisions any other provision of this Agreement, but subject to Section 2.06(a)2.10(g) below, 2.06(bif (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 2.08 to continue to fund or maintain SOFR Advances (and without limiting Section 2.06(cor Base Rate Advances determined with reference to Term SOFR) above)hereunder, if or to charge interest rates based upon Term SOFR, (y) the Required Lenders determine that, for any Bank fails reason in connection with any request for a SOFR Advance or a conversion to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation continuation thereof, Term SOFR cannot be determined pursuant to Section 2.06(a), 2.06(b) the definition thereof on or 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 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 120 days before determined with reference to Term SOFR, interest upon such Base Rate Advance of such Lender after the date on which specified in such Bank notifies Lender’s notice shall accrue interest at the Account Parties 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 event Lender has (in the case of clause (x)), or circumstance. For avoidance the Required Lenders have (in the case of doubtclauses (y) or (z)), it is noted determined that the term “Bank” as used circumstances causing such suspension no longer exist. Upon receipt of the initial notice from the Administrative Agent described in this 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 2.06 and in other Sections of this Agreement includes 9.04) to the Issuing Banks in its capacity as suchBorrower. (e) [Reserved]. (f) [Reserved].

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 ofor application thereof applicable to any Participant, in each case after the date hereof, or compliance by any law or regulation or (ii) the compliance Participant with any guideline request or request issued after the date hereof from any central bank or other governmental authority directive (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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, 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, 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 Bank or other condition (excluding any corporation controlling such Bank 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 Bank’s commitment maintaining Eurodollar Loans/Certificate Holder Amounts or to lend reduce any amount receivable hereunder and other commitments of such typein respect thereof, then, in any such case, upon notice to the Lessee from such Participant, through the Administrative Agent and/or the Agent Certificate Holder, in accordance herewith, 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/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 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 Lessee within five days 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 Bank or such corporation (with a copy Participant receives actual notice of such demand 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)Agent and/or the Agent Certificate Holder, which demand shall include a statement certifying (x) that one of the basis for such demand events described in this clause (a) has occurred and a calculation 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 amount demandedcalculation 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, the Account Parties jointly and severally agree to pay to through the Administrative Agent for and/or the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstancesAgent Certificate Holder, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank 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. (cb) Each Bank Participant shall promptly notify 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 Account Parties and office of such Participant at which its obligations related to this Participation Agreement are maintained if such change will cure 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 unlawfulness or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(b) above or pursuant to Section 2.08 (andneed for, 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 amount of) any event described in the preceding sentence , such compensation and such designation will not, in the reasonable judgment of such Bank’s good faith judgmentParticipant, be otherwise disadvantageous to it. If any such Bank. (d) Notwithstanding the provisions claim of Section 2.06(a), 2.06(b) unlawfulness or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to for compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled eliminated or waived, the Lessee shall have the right to compensation from replace the Account Parties for any amount arising prior affected Participant with a new financial institution that shall succeed to the date which is 120 days before the date on which such Bank notifies the Account Parties rights of such event or circumstance. For avoidance of doubtParticipant under this Participation Agreement; provided, however, that such Participant shall not be replaced hereunder until it is noted that the term “Bank” as used has been paid in this Section 2.06 full such claim and in all other Sections of this Agreement includes the Issuing Banks in its capacity as suchamounts owed to it hereunder.

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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue or of issuing funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.11 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such type, then, within five days after upon demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly 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 Account Parties and 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 event 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 which it 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 actual knowledge which will result indetermined that the circumstances causing such suspension no longer exist; provided, and will however, that, before making any such demand, such Lender agrees to use reasonable commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 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 Section 2.06(a) or 2.06(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 judgmentLenders, be otherwise disadvantageous to such BankLender. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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, in each case after the date hereof, regulation 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), in each case introduced, adopted or arising after the Effective Date, there shall be any increase in the amount cost to any Lender Party of capital required agreeing to make or expected of making, funding or maintaining Eurodollar Rate Advances or of agreeing to be maintained by issue or of issuing or maintaining LC Facility Letters of Credit (excluding, for purposes of this Section 5.04, any Bank or any corporation controlling such Bank as a result 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 or based the definition of Excluded Taxes and Connection Income Taxes), then the Borrower shall from time to time, upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation Lender Party (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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such BankLender 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 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 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. (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) regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender Party’s capital, then, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such BankLender Party, additional amounts sufficient to compensate such Bank Lender Party in the light of such circumstances, to the extent that such Bank Lender Party reasonably determines such increase in capital to be allocable to the existence of such BankLender Party’s commitment to make Advances, or to issue or participate in LC Facility Letters of Credit hereunder hereunder, or to the issuance or maintenance of or participation in 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 Account Parties Borrower by such Bank 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) Each Bank shall promptly 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 Account Parties and 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 event of 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 it such Lender has actual knowledge which a Commitment will result inautomatically, upon such demand, Convert into a Base Rate Advance, and will (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 commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

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 ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other 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 any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Loans or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (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 or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank 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 principal, interest or other amount payable to such Lender 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 foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from Borrower hereunder, then, and in each such case not otherwise provided for hereunder, Borrower will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender such additional amounts as will be sufficient to compensate such Bank Lender 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 any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such increased costadditional costs, submitted to the Account Parties by such Bankreductions, shall be conclusive and binding for all purposespayments, absent manifest errorforegone interest or other sums among their respective customers. (b) IfAnything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, any Lender shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental 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, 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 with any of the foregoing, either imposes a requirement upon such 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 a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such 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 accompanied by an opinion of counsel to such Lender with respect to such matters, the cost of which opinion shall be any increase paid by Borrower. Borrower and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the amount 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 capital required or expected to be maintained by any Bank or any corporation controlling the date on which Borrower receives such Bank as a result of or based upon notice, then commencing on the existence date of such Bank’s commitment to lend hereunder and other commitments notice (but not earlier than the effective date of any such typeapplicability, thenchange, within five days after demand by such Bank interpretation, administration or such corporation (with a copy of such demand to the Administrative Agentcompliance), the fees payable hereunder shall increase by an amount which demand shall include a statement of the basis for will, in such demand and a calculation Lender's reasonable determination, evidenced by calculations in reasonable detail of the amount demandedfurnished to Borrower, the Account Parties jointly and severally agree to pay to the Administrative Agent compensate such Lender for the account such reduction, such Lender's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposesupon Borrower, 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 . In determining 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 Section 2.06(a) or 2.06(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 existamount, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoingLender may use any reasonable methods of averaging, each Bank will designate a different Applicable Lending Office if allocating or attributing 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 Bankreduction among its customers. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

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 ofamount 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 case, after the date hereof, of any law or regulation or (ii) the compliance with any guideline regulation, directive, guideline, accounting rule, decision or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law)) of 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 Bank of agreeing to issue successor or of issuing or maintaining or participating in Letters of Credit similar authority) or the making of Letter of Credit Advances (excludingUnited States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law for purposes of this Section 2.063.03, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement regardless of the basis for such demand and a calculation in reasonable detail of the amount demandeddate enacted, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest erroradopted or issued. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

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 ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other 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 any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Loans or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (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 or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank 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 principal, interest or other amount payable to such Lender 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 foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender 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 promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender such additional amounts as will be sufficient to compensate such Bank Lender 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 any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such increased costadditional costs, submitted to the Account Parties by such Bankreductions, shall be conclusive and binding for all purposespayments, absent manifest errorforegone interest or other sums among their respective customers. (b) IfAnything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, any Lender shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental 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, 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 with any of the foregoing, either imposes a requirement upon such 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 a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such 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 accompanied by an opinion of counsel to such Lender with respect to such matters, the cost of which opinion shall be any increase paid by the Borrowers. The Borrowers and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the amount 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 capital required or expected to be maintained by any Bank or any corporation controlling the date on which the Borrowers receive such Bank as a result of or based upon notice, then commencing on the existence date of such Bank’s commitment to lend hereunder and other commitments notice (but not earlier than the effective date of any such typeapplicability, thenchange, within five days after demand by such Bank interpretation, administration or such corporation (with a copy of such demand to the Administrative Agentcompliance), the fees payable hereunder shall increase by an amount which demand shall include a statement of the basis for will, in such demand and a calculation Lender's reasonable determination, evidenced by calculations in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay furnished to the Administrative Agent Borrowers, compensate such Lender for the account such reduction, such Lender's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposesupon the Borrowers, 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 . In determining 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 Section 2.06(a) or 2.06(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 existamount, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoingLender may use any reasonable methods of averaging, each Bank will designate a different Applicable Lending Office if allocating or attributing 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 Bankreduction among its customers. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued from any central bank or other Governmental Authority (whether or not having the force of law) made, or effective, after the date hereof 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), there shall be which in any increase in 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 Bank such Lender or any corporation controlling such Bank as a result Lender and that the amount of such capital is increased by or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments portion of such typethe Term Loan hereunder, then, within five days after upon demand by such Bank or such corporation (with a copy of such demand Lender the Borrower shall pay 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue lend or participate in Letters portion of Credit hereunder or to the issuance or maintenance of or participation in any Letters of CreditTerm 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 Account Parties Borrower by such Bank 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 Bank Lender shall promptly notify the Account Parties and the Administrative Agent AGCO of any event occurring after the date of which it has 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 which will result inthereof; 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, and will use reasonable commercial efforts available such Lender shall, with respect to it (and not, in such Bank’s good faith judgment, otherwise disadvantageous compensation payable pursuant to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.06(asubsection (a) or 2.06(b(b) above or pursuant to of this Section 2.08 (and, if any Bank has given notice in respect of any costs resulting from such event event, only be entitled to payment under such subsection (a) or (b) of this Section for costs incurred from and thereafter after the date one hundred eighty (180) days prior to the date that such event ceases to exist, Lender gives such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, notice; and (ii) each Bank Lender will designate a different Applicable Lending Facility Office if such designation will avoid (the need for, or reduce the cost to the Account Parties amount of) any event described in the preceding sentence , such compensation and such designation will not, in the sole opinion of such Bank’s good faith judgmentLender, be otherwise disadvantageous to such BankLender or contrary to its policies. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank 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 or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.062.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.13 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally Borrowers agree to pay, from time to time, within five ten days after demand by such Bank 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, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender, 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, 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 (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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such type, then, within five ten days after demand by such Bank 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 Account Parties Borrowers jointly and severally agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’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 Account Parties Borrowers by such Bank 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 Bank Lender shall promptly notify the Account Parties 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 BankLender’s good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to Section 2.06(asubsection (a) or 2.06(b(b) above or pursuant to Section 2.08 2.13 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such BankLender’s good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.06(a), 2.06(b) or 2.08 2.13 (and without limiting Section 2.06(csubsection (e) above), if any Bank Lender fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank Lender to compensation pursuant to Section 2.06(a), 2.06(bsubsection (a) or 2.08 (b) above or Section 2.13 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrowers 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 Banks in its capacity as such.

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 ofthereof or in its application to the Borrower, in each case after the date hereof, or if compliance by any law or regulation or (ii) the compliance Lender Party with any applicable direction, request, requirement or guideline or request issued after the date hereof 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) 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), there 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, shall: (a) subject any Lender Party to any taxes, levies, duties, charges, fees, deductions or withholdings of any nature with respect to its commitment to lend or to issue or participate in Letters of Credit 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, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Section 3.6, withholding taxes); or (b) change the basis of taxation to any Lender Party (other than a change in taxation on the overall net income of 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 be 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 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 to issue or participate in Letters of Credit hereunder, and the result of any of the foregoing is either (i) to increase in the cost to any Bank such Lender Party of agreeing to issue making Advances or of issuing or maintaining 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 Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in a designation would avoid 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy effects of such demand to the Administrative Agent)law, 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 Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of regulation or regulatory requirement or any change in therein or in the interpretation of any law or regulationthereof and would not, in each case after the date hereofreasonable judgment of such Lender Party, or be otherwise disadvantageous to such Lender Party and (iiB) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there Borrower shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based forthwith upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time Lender Party such amount as specified by such Bank, additional amounts sufficient is necessary to compensate such Bank in the light Lender Party for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such circumstancesadjustment. Such notice shall (i) describe in reasonable detail the event leading to such additional cost, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such additional cost , (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 extent that best of its knowledge, such Bank reasonably determines such increase change in capital to be allocable circumstance is of general application to the existence commercial banking industry in such Lender Party’s jurisdiction of organization or in the relevant jurisdiction in which such Bank’s commitment to issue Lender Party does business. Failure or participate in Letters of Credit hereunder or to delay on the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such 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 part of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available Lender Party 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to demand compensation pursuant to this Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge shall not constitute a waiver of such event or circumstance, then Lender Party’s right to demand such Bank compensation; provided that the Borrower shall not be entitled required to compensation from the Account Parties compensate a Lender Party pursuant to this Section for any amount arising increased costs or reductions incurred more than three months prior to the date which that such Lender Party notifies the Borrower of the circumstance giving rise to such 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 120 days before retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date on which that such Bank Lender Party notifies the Account Parties Borrower of the circumstance giving rise to such cost or reductions and 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 Banks in its capacity as suchLender Party’s intention to claim 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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline regulation, directive, guideline, decision or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority after the Closing Date hereof increases or would increase 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)), there shall be any increase in the cost to any Bank Participant of, or reduces or would reduce the amount of agreeing to issue any sum receivable by, such Participant in respect of making available, continuing or maintaining (or of issuing its obligation to make available, continue or maintaining maintain) or participating prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.0612.3 with respect to, any such increased costs resulting from (x) Taxes Loans or Other Taxes (Lessor Amount, as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof)case may be, then the Account Parties jointly and severally agree to pay, Lessee shall from time to time, within five thirty (30) days after of demand by such Bank Participant together with the certificate referred to below (with a copy of such demand and certificate to the Administrative Collateral 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 Collateral Agent for the account of such Bank Participant additional amounts sufficient to compensate such Bank 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 Account Parties Lessee and the Collateral Agent by such BankParticipant 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, 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

Increased Costs, Etc. (a) If, after the date hereof, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances a LIBOR Advance (excluding, for purposes of this Section 2.062.13, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrowers shall from time to time, within five days after 2 Business Days of demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank Lender 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 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; 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 increased cost, submitted to the Account Parties Borrower by such BankLender, 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, 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline regulation, directive, guideline, decision or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority after the date hereof increases or would increase 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), there shall be any increase in the cost to any Bank Participant of, or reduces or would reduce the amount of agreeing to issue any sum receivable by, such Participant in respect of making available, continuing or maintaining (or of issuing its obligation to make available, continue or maintaining maintain) or participating prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.0612.3 with respect to, any such increased costs resulting from (x) Taxes Participant Interest Contributions or Other Taxes (Lessor Amount, as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof)case may be, then the Account Parties jointly and severally agree to pay, Lessee shall from time to time, within five thirty (30) days after of demand by such Bank 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 demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, be used to pay) to the Administrative Agent for the account of such Bank Participant additional amounts sufficient to compensate such Bank 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 Account Parties Lessee and the Administrative Agent by such BankParticipant 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 change in successor or in similar authority) or the interpretation of any law United States or regulationforeign regulatory authorities, in each case after pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date hereofenacted, adopted or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest errorissued. (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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining Eurodollar Rate Advances or participating in Letters of Credit or the making of Letter of Credit LIBO Rate Advances (excluding, for purposes of this Section 2.062.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.12 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five 5 days after demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such BankLender, 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, 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 (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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such Bank’s Lender's commitment to lend hereunder and other commitments of such type, then, within five 5 days after demand by such Bank 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 Account Parties jointly and severally agree to Borrower shall pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank 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 Bank Lender shall promptly notify the Account Parties 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 Bank’s Lender's good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrower to pay any amount pursuant to Section 2.06(asubsection (a) or 2.06(b(b) above or pursuant to Section 2.08 2.12 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrower and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrower of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Bank’s Lender's good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.06(a), 2.06(b) or 2.08 2.12 (and without limiting Section 2.06(csubsection (e) above), if any Bank Lender fails to notify the Account Parties Borrower of any event or circumstance that will entitle such Bank Lender to compensation pursuant to Section 2.06(a), 2.06(bsubsection (a) or 2.08 (b) above or Section 2.12 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrower for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrower 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 Banks in its capacity as such.

Increased Costs, Etc. (a) IfSubject to the provisions of Section 2.14 (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 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 2.14) with respect to this Agreement or in any of the interpretation ofother Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, in each case after the date hereofinterest, fees or any law or regulation or other amount payable hereunder; (ii) the compliance with imposes, modifies or holds applicable any guideline or request issued after the date hereof from reserve (including any central bank marginal, emergency, supplemental, special or other governmental authority (whether or not having the force of lawreserve), there shall be 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 (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender (or its applicable lending office) or its obligations hereunder; and the result of any of the foregoing is to increase in the cost to any Bank such Lender of agreeing to issue make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrowers shall promptly pay to such Lender, upon receipt of issuing the statement referred to in the next sentence, such additional amount or maintaining amounts (in the form of an increased rate of, or participating a different method of calculating, interest or otherwise as such Lender in Letters of Credit or the making of Letter of Credit Advances (excluding, its sole discretion shall determine) as may be necessary to compensate such Lender for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes cost or Other Taxes (as reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank Borrowers (with a copy of such demand to the Administrative Agent)) a written statement, which demand shall include a statement of setting forth in reasonable detail the basis for such demand and a calculation in reasonable detail of calculating the amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient owed to compensate such Bank for such increased cost. A certificate as to the amount of such increased costLender under this Section 2.12, submitted to the Account Parties by such Bank, 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, 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to this Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge shall not constitute a waiver of such event or circumstance, then Lender’s right to demand such Bank compensation; provided that the Borrowers shall not be entitled required to compensation from the Account Parties compensate a Lender pursuant to this Section for any amount arising increased costs incurred or reductions suffered more than nine (9) months prior to the date which is 120 days before that such Lender, as the date on which such Bank case may be, notifies the Account Parties Borrowers of the Change in Law giving rise to such increased costs or reductions, and of such event Lxxxxx’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or circumstance. For avoidance reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period 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 Banks in its capacity as suchretroactive effect thereof).

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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or CD Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the of agreeing to make or of making of or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof)Advances, then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank such Lender or any corporation controlling such Bank as a result Lender and that the amount of such capital is increased by or based upon the existence of such Bank’s Lender's commitment to lend or to issue or participate in the Letter of Credit hereunder and other commitments of such typetype or the issuance or maintenance of, or participation in, letters of credit (or similar contingent obligations), then, within five days after upon demand by such Bank or such corporation Lender (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender's commitment to issue lend or to issue, or participate in Letters in, the Letter of Credit hereunder or to the issuance or maintenance of of, or participation in in, any Letters letters of Creditcredit. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify If, with respect to any Eurodollar Rate Advances or CD Rate Advances, any Lender notifies the Account Parties and Agent that the Administrative Agent of Eurodollar Rate or CD Rate for any event of which it has actual knowledge which Interest Period for such Advances will result in, and will use reasonable commercial efforts available to it (and not, in such Bank’s good faith judgment, otherwise disadvantageous not adequately reflect the cost to such Bank) to mitigate Lender of making, funding or avoid any obligation by maintaining their Eurodollar Rate Advances or CD Rate Advances for such Interest Period, the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(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 Agent shall promptly forthwith so notify the Account Parties Borrower and the Administrative Agent). Without limiting other Lenders, whereupon (i) each such Eurodollar Rate Advance or CD Rate Advance of such Lender will automatically, on the foregoinglast day of the then existing Interest Period therefor, each Bank will designate Convert into a different Applicable Lending Office if Base Rate Advance and (ii) the obligation of such designation will avoid (Lender to make, or reduce to Convert Advances into, Eurodollar Rate Advances or CD Rate Advances shall be suspended until the cost to Agent shall notify the Account Parties of) any event described in Borrower that such Lender has determined that the preceding sentence and circumstances causing such designation will not, in such Bank’s good faith judgment, be otherwise disadvantageous to such Banksuspension no longer exist. (d) Notwithstanding the provisions any other provision of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above)this Agreement, if the introduction of or any Bank fails 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 Account Parties 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 event 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 circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a)Convert Advances into, 2.06(b) Eurodollar Rate Advances or 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank CD Rate Advances 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 Banks in its capacity as suchsuspended.

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 ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other 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 any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Advances or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (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 or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank 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 principal, interest or other amount payable to such Lender 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 foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender such additional amounts as will be sufficient to compensate such Bank Lender 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 any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such increased costadditional costs, submitted to the Account Parties by such Bankreductions, shall be conclusive and binding for all purposespayments, absent manifest errorforegone interest or other sums among their respective customers. (b) IfAnything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, any Lender shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be including without limitation any increase 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 with any of the foregoing, either imposes a requirement upon such 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 a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such applicability, change, interpretation, administration or compliance, by any amount of capital required or expected deemed by such Lender to be maintained by any Bank or any corporation controlling material, such Bank as a result of or based upon the existence Lender shall promptly after its determination of such Bank’s commitment occurrence give notice thereof to lend hereunder and other commitments the Borrower. In such event, commencing on the date of such typenotice (but not earlier than the effective date of any such applicability, thenchange, within five days after demand by such Bank interpretation, administration or such corporation (with a copy of such demand to the Administrative Agentcompliance), the fees payable hereunder shall increase by an amount which demand shall include a statement of the basis for will, in such demand and a calculation Lender's reasonable determination, evidenced by calculations in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay furnished to the Administrative Agent Borrower, compensate such Lender for the account such reduction, such Lender's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposesupon the Borrower, 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 . In determining 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 Section 2.06(a) or 2.06(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 existamount, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoingLender may use any reasonable methods of averaging, each Bank will designate a different Applicable Lending Office if allocating or attributing 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 Bankreduction among its customers. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining Eurodollar Rate Advances, then, if such costs are or participating in Letters will be charged to customers of Credit or such Lender generally, the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 Borrower 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrower and the Agent by such BankLender, 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, in each case regulation occurring on or after the effective date hereof, hereof or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law)) issued on or after the 90th day prior to the Effective Date, any Lender determines in the exercise of its reasonable judgment that there shall be any increase in the amount of capital required or expected to be maintained by any Bank such Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such Bank’s Lender's commitment to lend hereunder and other commitments of such typehereunder, then, within five days after upon demand by such Bank or such corporation Lender (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to immediately pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts (without duplication) sufficient to compensate such Bank Lender or such corporation in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts setting forth in reasonable detail the calculations used in determining such amounts, submitted to the Account Parties Borrower and the Agent by such Bank 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, 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) Each Bank shall promptly notify Upon the Account Parties occurrence and during the Administrative Agent continuance of any event Event of which it has actual knowledge which Default, (i) each Eurodollar Rate Advance will result inautomatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and will use reasonable commercial efforts available (ii) the obligation of the Lenders to it (and notmake, in such Bank’s good faith judgmentor to Convert Advances into, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(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 Eurodollar Rate Advances 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 Banksuspended. (d) Notwithstanding Any Lender claiming any additional amounts payable pursuant to Section 2.11(a) or 2.11(b) shall, upon request from the Borrower delivered to such Lender and the Agent specifying an Eligible Assignee willing and able to assume and accept all of such Lender's rights and obligations under this Agreement and the other Loan Documents, assign, in accordance with the provisions of Section 2.06(a)8.07, 2.06(ball 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 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge Notes of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior Lender accrued 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 doubtassignment, it is noted that the term “Bank” as used in this Section 2.06 together with any and in all other Sections amounts owing to such Lender under any provision of this Agreement includes or the Issuing Banks in its capacity as suchother 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 2.11(d).

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 ofor application thereof by any governmental authority, in each case after central bank or comparable agency charged with the date hereof, interpretation or administration thereof or compliance by any law or regulation or (ii) the compliance Participant with any guideline request or request issued directive after the date hereof 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, there 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 be impose on such Participant any other condition applicable to banks generally; and the result of any of the foregoing is to increase in the cost to any Bank such Participant of agreeing to issue or of issuing making or maintaining any LIBO Rate Amount, or participating to reduce any amount receivable hereunder, then in Letters of Credit or any such case, such Participant shall promptly notify the making of Letter of Credit Advances (excludingCompany, as agent for purposes of this Section 2.06the Lessees, and the Lessees shall promptly pay to such Participant, upon demand, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient necessary to compensate such Bank Participant for such increased cost. A certificate 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 of receivable, so long as such increased cost, submitted to the Account Parties by action does not adversely affect such Bank, shall be conclusive and binding for all purposes, absent manifest errorParticipant. (b) IfIf any Participant shall have determined that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, the adoption of any applicable law, rule or (ii) regulation regarding capital adequacy, or any change therein, or any change in the compliance with interpretation or administration thereof by any guideline or request issued after the date hereof 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 Bank or any corporation controlling material, then such Bank Participant shall promptly notify the Company, as a result agent for the Lessees, of or based upon the existence of such Bank’s commitment same and, from time to lend hereunder and other commitments of such type, thentime, within five fifteen (15) days after demand by such Bank Participant, the Lessees shall pay to such Participant such additional amount or amounts as will compensate such corporation Participant (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis or its Parent) for such demand reduction, and a calculation the Lessees may act to minimize such increased cost or the reduction in reasonable detail of the amount demandedreceivable, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of so long as such Bank, from time to time as specified by action does not adversely affect such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest errorParticipant. (c) Each Bank shall Participant will promptly notify the Account Parties and Company, as agent for the Administrative Agent Lessees, of any event of which it has actual knowledge knowledge, occurring after the date hereof, which will result in, and will use reasonable commercial efforts available entitle such Participant 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 compensation pursuant to this Section 2.06(a) or 2.06(b) above or pursuant to Section 2.08 (andand will, if any Bank has given notice practicable, with the consent of any such event and thereafter such event ceases to existthe Company, such Bank as agent for the Lessees (which consent shall promptly so notify the Account Parties and the Administrative Agentnot unreasonably be withheld). Without limiting the foregoing, each Bank will designate a different Applicable Lending Funding Office or take any other reasonable action if such designation or action will avoid (the need for, or reduce the cost to the Account Parties amount of) any event described in the preceding sentence , such compensation and such designation will not, in the judgment of such Bank’s good faith judgmentParticipant, be otherwise disadvantageous to such BankParticipant. 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 provisions foregoing clauses (a) and (b) of this Section 2.06(a)13.9, 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails the Lessees shall only be obligated to notify the Account Parties of any event or circumstance that will entitle compensate such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Participant for any amount arising prior to or accruing both: (i) during (A) any time or period commencing (x) in the case of subsection (a), not earlier than the first day of any Interest Period in effect on the date which is 120 days before which, and (y) in the case of subsection (b), not earlier than the date on which which, such Bank Participant notifies the Account Parties 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 event statute, regulation or circumstance. For avoidance other basis, such Participant did not know that such amount would arise or accrue; and (ii) within six months prior to any demand therefor, accompanied by a certificate of doubt, such Participant claiming compensation and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it is noted that the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchhereunder.

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 ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other 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 any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Loans or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (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 or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank 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 principal, interest or other amount payable to such Lender 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 foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender 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 promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender such additional amounts as will be sufficient to compensate such Bank Lender 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 any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such increased costadditional costs, submitted to the Account Parties by such Bankreductions, shall be conclusive and binding for all purposespayments, absent manifest errorforegone interest or other sums among their respective customers. (b) Ifb Anything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, any Lender shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental 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, 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 with any of the foregoing, either imposes a requirement upon such 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 a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such 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 accompanied by an opinion of counsel to such Lender with respect to such matters, the cost of which opinion shall be any increase paid by the Borrowers. The Borrowers and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the amount 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 capital required or expected to be maintained by any Bank or any corporation controlling the date on which the Borrowers receive such Bank as a result of or based upon notice, then commencing on the existence date of such Bank’s commitment to lend hereunder and other commitments notice (but not earlier than the effective date of any such typeapplicability, thenchange, within five days after demand by such Bank interpretation, administration or such corporation (with a copy of such demand to the Administrative Agentcompliance), the fees payable hereunder shall increase by an amount which demand shall include a statement of the basis for will, in such demand and a calculation Lender's reasonable determination, evidenced by calculations in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay furnished to the Administrative Agent Borrowers, compensate such Lender for the account such reduction, such Lender's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposesupon the Borrowers, 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 . In determining 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 Section 2.06(a) or 2.06(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 existamount, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoingLender may use any reasonable methods of averaging, each Bank will designate a different Applicable Lending Office if allocating or attributing 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 Bankreduction among its customers. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank 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 or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.062.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.13 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally Borrowers agree to pay, from time to time, within five days after demand by such Bank 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, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender, 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, 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 (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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such Bank’s Lender's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally Borrowers agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender'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 Account Parties Borrowers by such Bank 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 Bank Lender shall promptly notify the Account Parties 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 Bank’s Lender's good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to Section 2.06(asubsection (a) or 2.06(b(b) above or pursuant to Section 2.08 2.13 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Bank’s Lender's good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.06(a), 2.06(b) or 2.08 2.13 (and without limiting Section 2.06(csubsection (e) above), if any Bank Lender fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank Lender to compensation pursuant to Section 2.06(a), 2.06(bsubsection (a) or 2.08 (b) above or Section 2.13 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrowers 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 Banks in its capacity as such.

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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, excluding for purposes of this Section 2.06, 2.09 any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.08 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 or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank such Lender or any corporation controlling such Bank as a result Lender and that the amount of such capital is increased by or based upon the existence of such Bank’s Lender's commitment to lend hereunder and other commitments of such type, then, within five days after upon demand by such Bank or such corporation Lender (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender's commitment to issue 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 participate in Letters of Credit hereunder 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 issuance 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 maintenance confidential, including, without limitation, any allocation of or participation in any Letters of Creditinternal costs. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Advances, a majority in interest of the Lenders participating in such Advances notify the Account Parties and the Administrative Agent of that the Eurodollar Rate for any event of which it has actual knowledge which Interest Period for such Advances will result in, and will use reasonable commercial efforts available to it (and not, in such Bank’s good faith judgment, otherwise disadvantageous not adequately reflect the cost to such BankLenders 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 mitigate or avoid any obligation by the Account Parties to pay any amount bear interest pursuant to Section 2.06(a) or 2.06(band 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 2.08 2.06(a) and from such demand bear interest at a rate per annum equal at all times to the sum of (andA) the Base Rate in effect from time to time plus (B) 6.25%, if any Bank 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 given 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 event and thereafter such event ceases to existdemand, such Bank shall promptly so notify the Account Parties Lender will use reasonable efforts (consistent with its internal policy and the Administrative Agent). Without limiting the foregoing, each Bank will legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation will avoid (would allow such Lender or reduce the cost its Lending Office to the Account Parties of) any event described in the preceding sentence continue to perform its obligations to make Advances or to continue to fund or maintain Advances and such designation will would not, in the judgment of such Bank’s good faith judgmentLender, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Lender. A certificate as to the date which is 120 days before rate referred to in clause (ii) above submitted to the date on which Borrower by such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubtLenders shall be conclusive and binding for all purposes, it is noted that the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchabsent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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, 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s 's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’s '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 Account Parties by such 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 '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 Section 2.06(asubsection (a) or 2.06(b(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 's good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(csubsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(bsubsection (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 Banks Bank in its capacity as such.

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 ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other authority, whether or not having the force of law), there including any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Advances or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (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 or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank additional amounts sufficient Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to compensate this Agreement or any Advance, and the result of any of the foregoing is (A) to increase the cost to such Bank for such increased cost. A certificate as Lender of making, funding or maintaining all or any part of the Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such increased cost, submitted to the Account Parties by such Bank, 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, in each case after the date hereofLender hereunder, or (iiC) the compliance with to require such Lender to make any guideline payment or request issued after the date hereof from to forego any central bank interest or other governmental authority (whether or not having the force of law)sum payable hereunder, there shall be any increase in the amount of capital required which payment or expected to be maintained foregone interest or other sum is calculated by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand reference to the Administrative Agent), which demand shall include a statement gross amount of the 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 Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.any

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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, in each case regulation occurring after the date hereof, Closing Date or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority issued or made after the Closing Date (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 or participating in Letters of Credit or of agreeing to purchase or purchasing or maintaining L/C Obligations (excluding, for purposes of this Section 2.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.11 shall govern) and (y) changes in the basis or rate of taxation of overall net income or overall gross income by the United States or by any foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any jurisdiction in which such Lender Party is otherwise engaged in a trade or business as a result of transactions unrelated to the Loan Documents (except to the extent such tax is imposed because of a connection between the Borrower, its agent or any affiliate and the jurisdiction imposing such tax) or any political subdivision thereof), then the Borrower shall from time to time, within 10 days of written 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 on an after-tax-basis for such increased cost. As a condition to receipt of payment, such Lender Party shall provide the Borrower a certificate as to the amount of such increased cost and containing a reasonably detailed calculation of such amount, which certificate shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall not be obligated to pay any amounts pursuant to this paragraph for periods occurring prior to the 90th day before the giving of such certificate unless a change in law or regulation has retroactive effect and in such case, the 90-day period shall be extended to include the period of the retroactive effect. (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 adopted, issued or made after the Closing Date (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any Bank such Lender Party or any corporation controlling such Bank as a result Lender Party and that the amount of such capital is increased by or based upon the existence of such BankLender Party’s commitment to lend hereunder and other commitments of such typetype or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, within five 10 days after of written demand by such Bank Lender Party or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender Party, from time to time as specified by such BankLender Party, additional amounts sufficient to compensate such Bank Lender Party on an after-tax-basis in the light of such circumstances, to the extent that such Bank Lender Party reasonably determines such increase in capital to be allocable to the existence of such BankLender Party’s commitment to issue or participate in Letters of Credit hereunder lend or to the issuance or maintenance of or participation in any Letters of Credit. A As a condition to receipt of payment, such Lender Party shall provide the Borrower a certificate as to such amounts submitted to the Account Parties by such Bank amount and containing a reasonably detailed calculation thereof, which certificate shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall not be obligated to pay any amounts pursuant to this paragraph for periods occurring prior to the 90th day before the giving of such certificate. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, Lenders owed at least 51% of the then aggregate unpaid principal amount thereof notify the Account Parties and the Administrative Agent of that the Eurodollar Rate for any event of which it has actual knowledge which Interest Period for such Advances will result in, and will use reasonable commercial efforts available to it (and not, in such Bank’s good faith judgment, otherwise disadvantageous not adequately reflect the cost to such Bank) to mitigate Lenders of making, funding or avoid any obligation by maintaining their Eurodollar Rate Advances for such Interest Period, the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(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 Administrative Agent shall promptly forthwith so notify the Account Parties 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). Without limiting Agent shall notify the foregoing, each Bank will designate a different Applicable Lending Office if Borrower that such designation will avoid (or reduce Lenders have determined that the cost to the Account Parties of) any event described in the preceding sentence and circumstances causing such designation will not, in such Bank’s good faith judgment, be otherwise disadvantageous to such Banksuspension no longer exist. (d) Notwithstanding the provisions any other provision of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above)this Agreement, if the introduction of or any Bank fails change in or in the interpretation of any law or regulation after the Closing Date shall make it unlawful, or any central bank or other governmental authority shall assert after the Closing Date 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 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 Account Parties Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) In the event that any Lender Party (i) demands payment of any event costs or circumstance that will entitle such Bank to compensation additional amounts pursuant to Section 2.06(a2.09 or Section 2.11 or asserts, pursuant to Section 2.09(d), 2.06(bthat it is unlawful for such Lender Party to make Eurodollar Rate Advances, (ii) becomes a Defaulting Lender or 2.08 (iii) does not agree to an amendment, waiver or consent referred to in Section 10.01(a) and the applicable Required Lenders have agreed to sign such amendment, waiver or consent, as the case may be, then (subject to such Lender Party’s right to rescind such demand or assertion within 120 10 days after the notice from the Borrower referred to below) the Borrower may, upon 20 days’ prior written notice to such Bank obtains actual knowledge Lender Party and the Administrative Agent, elect to cause such Lender Party to assign, and upon such election such Lender Party shall promptly assign, its Advances and Commitments in full to one or more Persons selected by the Borrower so long as (a) each such Person satisfies the criteria of an Eligible Assignee, (b) 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 thereon and all other amounts due and payable to such Lender Party as of the date of such event or circumstanceassignment (including, then without limitation, amounts owing pursuant to Sections 2.09, 2.11, 2.15 and 10.04), (c) each such Bank shall not be entitled assignee agrees to compensation from accept such assignment and to assume all obligations of such Lender Party hereunder in accordance with Section 10.07 and (d) in the Account Parties for any amount arising prior case of subclause (iii) above, each such assignee agrees to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event amendment, waiver 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 Banks in its capacity as suchconsent referred to therein.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change Change in or in the interpretation of, in each case after the date hereof, any law or regulation Law or (ii) the compliance with any guideline or request issued after the date hereof or directive from any central bank or other governmental authority (whether or not having the force of law), (A) any reserve, deposit, or similar requirement is or shall be imposed or, modified or deemed applicable in respect of the Loans or obligations to make the Loans hereunder or hereby, or (B) there shall be imposed on any Lender any other condition regarding the Loans or obligations to make the Loans hereunder, and the result of the foregoing is to increase in the cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining LIBOSOFR Loans (or participating in Letters of Credit or the making of Letter of Credit Advances Base Rate LoanLoans determined with reference to Term SOFR) (excluding, for purposes of this Section 2.062.10, any such increased costs resulting from (x) Taxes described in the definitions of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.08 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 Taxes), or by to reduce the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision amount receivable in respect thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased costcost or reduced receipt. A certificate as to the amount of such increased costcost or reduced receipt, submitted to the Account Parties Borrower by such BankLender, 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(a) for any such increased cost or reduced receipt 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 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 determines that any compliance with any law or regulation, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank such Lender or any corporation holding company controlling such Bank as a result Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such typehereunder, then, within five days after upon demand by such Bank Lender or such corporation holding company (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such BankXxxxxx’s commitment to issue lend hereunder, for any reduction in the rate of return on such Lender’s capital or participate in Letters liquidity or on the capital or liquidity of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditsuch Lender’s holding company. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender 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) 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 Section 2.06(a) or 2.06(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[Intentionally Omitted]. (d) Notwithstanding [Intentionally Omitted].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 Loans (or Base Rate Loans determined with reference to Term SOFR) or to continue to maintain SOFR Loans (or Base Rate Loans determined with reference to Term SOFR) hereunder, or to charge interest rates based upon Term SOFR, (y) the provisions Required Lenders determine that, for any reason in connection with any SOFR Loan, Term SOFR cannot be determined pursuant to the definition thereof, or (z) the Required Lenders determine that Term SOFR will not adequately reflect the cost to such Lenders of Section 2.06(amaking, funding or maintaining their SOFR Loans, then, in any case of clauses (x), 2.06(b(y) or 2.08 (and without limiting Section 2.06(c) abovez), on notice thereof and demand therefor by such Xxxxxx (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 applicable SOFR Loan will automatically, upon such demand, convert into a Base Rate Loan (and, if any Bank applicable, determined without reference to Term SOFR), and the Borrower shall pay accrued interest on the amount so converted, and (ii) with respect to each applicable Base Rate Loan, to the extent such Base Rate Loan is determined with reference to Term SOFR, interest upon such Base Rate Loan after the date specified in such notice shall accrue interest at the rate then applicable to Base Rate Loans without reference to the Term SOFR component thereof, 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. (e) The Borrower shall pay to each Lender, as long as such Lender 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 LIBO Rate Loans equal to the actual costs of such reserves allocated to such LIBO Rate Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such LIBO Rate Loan, provided that 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. If a Lender fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 120 give notice 10 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 relevant interest payment date, such additional interest shall be due and payable 10 days before the date on which such Bank notifies the Account Parties from receipt of such event notice.[Intentionally Omitted]. (f) Subject to Section 2.10(g) below, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that for any reason that (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBO Rate Loan, (ii) adequate and reasonable means do not exist for determining the LIBO Rate for any Interest Period with respect to a LIBO Rate Loan, (iii) the LIBO Rate for any Interest Period with respect to a LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding the Loans, (iv) any requirement of law or circumstanceChange in Law has made it, or that any Governmental Authority has asserted that it is, unlawful for any Lender to make, maintain or fund LIBO Rate Loans or to determine or charge interest rates based upon the LIBO Rate or (v) a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent will promptly so notify the Borrower and each Lender. For avoidance Thereafter, the obligation of doubtthe Lenders to maintain the affected LIBO Rate Loans shall be suspended (and such affected LIBO Rate Loans will be deemed to have been converted into Base Rate Loans solely during such period of suspension) until the Administrative Agent revokes such notice, it is noted which revocation of notice shall be provided at the earliest time that the term “Bank” as used circumstances in this Section 2.06 and clauses (i) through (v) in other Sections of this Agreement includes the Issuing Banks in its capacity as suchimmediately preceding sentence no longer exist. [Intentionally Omitted].

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other 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 2.13 hereof) to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining Eurodollar Rate Advances or participating in Letters of Credit or the making of Letter of Credit LIBO Rate Advances (excluding, excluding for purposes of this Section 2.06, 2.10 any such increased costs resulting from (x) Taxes, Other Taxes, Excluded Taxes or taxes excluded from the definitions of Taxes or Other Taxes in Section 2.13(e) or from indemnification pursuant to Section 2.13(f) (as to which Section 2.08 2.13 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 and provided further that the Borrower's obligations to any Designated Lender hereunder shall be limited as set forth in Section 8.04(e). A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank such Lender or any corporation controlling such Bank as a result Lender and that the amount of such capital is increased by or based upon the existence of such Bank’s Lender's commitment to lend hereunder and other commitments of such typelend, then, within five days after upon demand by such Bank or such corporation Lender (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender's commitment to issue or participate lend, provided, however, that the Borrower's obligations to any Designated Lender hereunder shall be limited as set forth in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of CreditSection 8.04(e). A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, Lenders (other than Designated Lenders) owed at least a majority of the then aggregate unpaid principal amount thereof notify the Account Parties and the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost (excluding for purposes of this Section 2.10 any event such increased costs resulting from (i) Taxes, Other Taxes, Excluded Taxes or taxes excluded from the definitions of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, Taxes or Other Taxes in such Bank’s good faith judgment, otherwise disadvantageous to such BankSection 2.13(e) to mitigate or avoid any obligation by the Account Parties to pay any amount from indemnification pursuant to Section 2.06(a2.13(f) (as to which Section 2.13 shall govern) and (ii) changes in the basis of taxation of overall net income or 2.06(boverall 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) above to such Lenders of making, funding or pursuant to Section 2.08 (andmaintaining their Eurodollar Rate Advances for such Interest Period, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank the Administrative Agent shall promptly forthwith so notify the Account Parties 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). 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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to Agent shall notify the Account Parties of any event or circumstance Borrower that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Lenders have determined that the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchcircumstances 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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances any Eurodollar Rate Advance (excluding, excluding for purposes of this Section 2.06, 2.06 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (yii) 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon notice thereof and demand by such Bank (with a copy of such demand Lender therefor, pay 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, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such BankLender, shall be conclusive and binding for all purposes, absent manifest errorpresumptive evidence of the amount due. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such type, then, within five days after upon demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent)Lender, which demand Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest errorpresumptive evidence of the amount due. (c) Each Bank shall promptly notify If, Lender notifies Borrower that the Account Parties and the Administrative Agent of Eurodollar Rate for any event of which it has actual knowledge which Interest Period 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 Section 2.06(a) or 2.06(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 not adequately reflect the cost to Lender of making, funding or maintaining any Advance as a Eurodollar Rate Advance for such Interest Period, (i) such Advance will automatically, on the Account Parties oflast day of the then existing Interest Period therefor, convert from a Eurodollar Rate Advance into a Base Rate Advance and (ii) any event described in the preceding sentence and obligation of Lender to make or maintain Eurodollar Rate Advances shall be suspended until Lender shall notify Borrower that it has determined that the circumstances causing such designation will not, in such Bank’s good faith judgment, be otherwise disadvantageous to such Banksuspension no longer exist. (d) Notwithstanding the provisions any other provision of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above)this Agreement, if the introduction of or any Bank fails to notify change in or in the Account Parties interpretation of any event law or circumstance regulation shall make it unlawful, or any central bank or other governmental authority shall assert that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 unlawful, for Lender or its Eurodollar Lending Office to perform its obligations hereunder to fund or maintain any Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by Lender to Borrower (i) such Advances will automatically, upon such demand, convert into Base Rate Advances and (ii) the obligation of the Lender to make or maintain Eurodollar Rate Advances shall be suspended until Lender shall notify Borrower that it has determined that the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchcircumstances 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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.07, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.09 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 Bank Lender is organized or has its Applicable Lending Office or is otherwise doing business (or any political subdivision thereof)), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.07(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, and the details of the computation thereof, submitted to the Account Parties Borrower by such BankLender, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments Lender's pro rata share of such typethe Term Advances, then, within five days after upon demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s commitment to issue or participate in Letters Lender's pro rata share of Credit hereunder or to the issuance or maintenance of or participation in any Letters of CreditTerm Advances hereunder. A certificate as to such amounts amounts, and the details of the computation thereof, submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, Lenders owed at least 50% of the then aggregate unpaid principal amount thereof notify the Account Parties and the Administrative Agent that the Eurodollar Rate for any Interest Period for such Term 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 Term 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 event 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 of which it such Lender will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Term Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has actual knowledge which will result indetermined that the circumstances causing such suspension no longer exist; provided, and will however, that, before making any such demand, such Lender agrees to use reasonable commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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, in each case regulation after the date hereof, hereof or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law)) first imposed after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make or of making, funding or maintaining Payments, then the Discount Rate shall be increased accordingly to compensate such Bank for such increased cost. (b) If any 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) first imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by any such Bank or any corporation controlling such Bank as a result and that the amount of such capital is increased by or based upon the existence of such Bank’s commitment to lend 's Commitments hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand Discount Rate shall include a statement of the 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 Bank, from time to time as specified by such Bank, additional amounts sufficient be increased accordingly to compensate such Bank in the light of for such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest errorincreased cost. (c) Each Bank shall promptly notify Notwithstanding any other provision of this Agreement, if the Account Parties and introduction of or any change in or in the Administrative Agent interpretation of any event of which law or regulation after the date hereof shall make it has actual knowledge which will result inunlawful, or any central bank or other governmental authority shall assert after the date hereof that it is unlawful, for the Agent or any Bank to perform its obligations hereunder, then, on notice thereof 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 demand therefor by the Account Parties to pay any amount pursuant to Section 2.06(a) Agent or 2.06(b) above or pursuant to Section 2.08 (and, if any Bank has given notice to the Company the obligation of any the Agent or such event and thereafter such event ceases Bank to exist, make Payments shall be suspended until the Agent or 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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance Company that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 has determined that the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchcircumstances causing such suspension no longer exist.

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, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining Eurodollar Rate Advances or participating (ii) there shall be any reduction in Letters the amount of Credit any sum received or the making of Letter of Credit Advances receivable by such Lender with respect thereto (excluding, for purposes of this Section 2.062.10, 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 2.08 2.12 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrower by such BankLender, 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, 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change (other than any change which is taken into account in the calculation of the LIBOR Basis) in or in the interpretation of, in each case after the date hereof, or administration of any law or regulation Law or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority authority, in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of lawLaw), there shall be any increase in the cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining LIBOR Loans to Borrower or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, there shall be any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes reduction in the basis amount received or receivable by any Lender hereunder (whether of taxation of overall net income principal, interest or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereofotherwise), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank Lender (with a copy of such demand to the Administrative AgentLender), 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 Lender for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased costcosts or reductions, submitted to the Account Parties Borrower by such BankLender, 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 any law or regulation, in each case after the date hereof, or (ii) the Lender determines that compliance with any Law or any guideline or request issued after the date hereof from any central bank or Tribunal (other governmental authority than as set forth in the Risked-Based Capital Guidelines issued by the Board of Governors of the Federal Reserve System, in the form in effect on the date of this Agreement, in Appendix A to Part 208 of the Federal Reserve Boarx'x Xxxxxxxxxx X, 00 XXX Xxxt 208, and in Appendix B to Part 225 of the Federal Reserve Board's Regulation Y, 12 CFR Part 225 (collectively, "Capital Adequacy Guidelines"), but not excluding from this Section 2.9(b) any increase in cost as a result of any amendment, modification or change in interpretation or administration of the Capital Adequacy Guidelines subsequent to the date of this Agreement) (whether or not having the force of law), there shall be any increase in Law) affects or would affect the amount of capital required or expected to be maintained by any Bank such Lender or any corporation controlling such Bank as a result Lender or has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of the corporation controlling such Lender and that the amount of such capital is increased, or the return on such capital is decreased, by or based upon the existence of such Bank’s Lender's commitment to lend hereunder and other commitments of such typethis type or the issuance of, or participations in, the Letters of Credit (or similar contingent obligations), then, within five days after upon demand by such Bank or such corporation Lender (with a copy of such demand to the Administrative AgentLender), which demand Borrower shall include a statement of the 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 Lender for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender or such controlling corporation in the light of such circumstances, to the extent that such Bank Lender or such controlling corporation reasonably determines such increase in capital capital, or reduction in the return on capital, to be allocable to the existence of such Bank’s Lender's commitment to issue or participate in Letters of Credit lend hereunder or to the issuance or maintenance of of, or participation in participations in, any Letters of Credit. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank If Determining Lenders notify Administrative Lender that the LIBOR Rate for any Interest Period for any LIBOR Loans will not adequately reflect the cost to such Lenders of making, funding or maintaining their LIBOR Loans for such Interest Period, Administrative Lender shall promptly forthwith so notify Borrower and Lenders, whereupon (i) each such LIBOR Loan will automatically, on the Account Parties last day of the then existing Interest Period therefor, Convert into a Domestic Loan and (ii) the obligation of Lenders to make or continue, or to Convert Loans into, LIBOR Loans shall be suspended until such Determining Lenders notify Administrative Lender that such Determining Lenders have determined that the circumstances causing such suspension no longer exist and Administrative Lender notifies Borrower and Lenders of such fact. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law 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 LIBOR Loans or to continue to fund or maintain LIBOR Loans hereunder, then, on notice thereof and demand therefor by such Lender to Borrower and the other Lenders through Administrative Agent Lender, (i) each LIBOR Loan will automatically, upon such demand, Convert into a Domestic Loan and (ii) the obligation of Lenders to make or continue, or to Convert Loans into, LIBOR Loans shall be suspended until such Lender notifies Administrative Lender that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Lender notifies Borrower and the other Lenders of such fact. (e) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Domestic Loan and (ii) the obligation of Lenders to make or continue, or to Convert Loans into, LIBOR Loans shall be suspended. (f) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.9 with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period; provided, however, that any such Lender's demand for compensation shall not include any such compensation with respect to periods more than 90 days prior to such demand, unless the effective date of any event which causes a right to compensation is retroactive ("Retroactive Effective Date"). If any such event has a Retroactive Effective Date and any Lender demands compensation within 90 days after the date setting the Retroactive Effective Date (the "Set Date"), such Lender shall have the right to receive such compensation from the Retroactive Effective Date. If such Lender does not demand such compensation within 90 days after the Set Date, such Lender may not receive compensation with respect to periods more than 90 days prior to such demand. (g) The obligations of which it has actual knowledge which will result in, and will Borrower under this Section 2.9 shall survive any termination of this Agreement. (h) Any certificate delivered to Borrower by a Lender pursuant to this Section 2.9 shall include in reasonable detail the basis for such Lender's demand for additional compensation. Any Lender claiming any additional compensation payable pursuant to this Section 2.9 shall use reasonable commercial efforts available (consistent with legal and regulatory restrictions) to it (reduce or eliminate any such additional compensation which may thereafter accrue and which efforts would not, in the sole determination of 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

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 ofthereof and requests, in each case after directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from Bank by any central bank or other governmental authority (fiscal, monetary or other 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 any increase in (i) subject the cost 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 agreeing any amounts due to issue it hereunder, or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to the Bank of the principal of or overall gross income by the United States interest on the Revolving Credit Advances or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Term Loan or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy of such demand other amounts payable to the Administrative Agent)Bank hereunder, which demand shall include a statement of the basis for such demand and a calculation 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 reasonable detail of the amount demanded, to the Administrative Agent 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 principal, interest or other amount payable to 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 sum receivable or deemed received by the Bank 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 matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate such the Bank 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 Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) IfAnything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, the Bank shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be including without limitation any increase 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 of capital required or expected deemed by the Bank to be maintained by any material, the Bank or any corporation controlling such Bank as a result of or based upon the existence shall promptly after its determination of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand occurrence give notice thereof to the Administrative Agent), Borrowers. The Borrowers and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which demand shall include a statement will adequately compensate the Bank for such reduction. If the Borrowers and the Bank are unable to agree to such adjustment within thirty (30) days of the basis for day on which the Borrowers receive such demand and a calculation notice, the Bank shall notify the Borrowers 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 Borrowers, compensate the Bank for such reduction with effect from the date of the amount demandedBank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Account Parties jointly and severally agree to pay to the Administrative Agent for the account Bank's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposesupon the Borrowers, absent manifest error. The Borrowers may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) Each In determining the additional amounts payable under this Section 2.9, the Bank shall promptly notify the Account Parties and the Administrative Agent may use any reasonable method of any event of which it has actual knowledge which will result inaveraging, and will use reasonable commercial efforts available to it (and notallocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers 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 and on an equitable basis. This Section 2.06(a) or 2.06(b) above or pursuant to Section 2.08 (and, 2.9 shall only apply 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 extent that the additional amounts payable hereunder are not already reflected in the preceding sentence and such designation will not, in such Bank’s good faith judgment, be otherwise disadvantageous to such Bankcalculation of the Reserve Requirement. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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 ofor application thereof applicable to any Participant, in each case after the date hereof, or compliance by any law or regulation or (ii) the compliance Participant with any guideline request or request issued after the date hereof 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, there in each case made subsequent to the Documentation Date (or, if later, the date on which such Participant becomes a Participant): (i) shall be any increase in the cost subject such Participant to any Bank tax of agreeing any kind whatsoever with respect to issue any Eurodollar Loans/Lessor Amounts made, continued or of issuing maintained by it or maintaining its obligation to make, continue or participating in Letters of Credit maintain Eurodollar Loans/Lessor Amounts, or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, Lessee within five days (5) Business Days after demand by the applicable 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 prior to the date that such Bank (with a copy Participant delivers notice to the Lessee of such demand 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 Participant allocated such amounts to the Lessee). Such a certificate as to any Xxx Research Corporation Participation Agreement additional amounts payable pursuant to this clause submitted by such Participant, through 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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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 or in the interpretation of any law or 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence office of such Bank’s commitment Participant at which its obligations related to lend hereunder and other commitments of this Participation Agreement are maintained if such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand to change will cure 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 unlawfulness or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(b) above or pursuant to Section 2.08 (andneed for, 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 amount of) any event described in the preceding sentence , such compensation and such designation will not, in the reasonable judgment of such Bank’s good faith judgmentParticipant, be otherwise disadvantageous to such Bankit. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, of any law or regulation after the date hereof or (ii) the compliance with any guideline or request issued or made after the date hereof from by any central bank or other 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 cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.09, any such increased costs resulting from or representing (x) Taxes or Other Taxes (as to which Section 2.08 2.11 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereofExcluded Taxes), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrower by such BankLender, 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, in each case regulation after the date hereof, hereof or (ii) the compliance with any guideline or request issued or made after the date hereof from by any central bank or other 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 Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such type, then, within five days after upon demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Account Parties and 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 event 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 which it 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 actual knowledge which will result indetermined that the circumstances causing such suspension no longer exist; provided, and will however, that, before making any such demand, such Lender agrees to use reasonable commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (de) Notwithstanding anything contained in this Section 2.09, the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank Borrower shall not be entitled to compensation from the Account Parties liable in any respect for any amount arising amounts incurred or accrued pursuant to this Section 2.09 more than 180 days prior to the date which is 120 days before the date on which such Bank notifies notice of the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that occurrence giving rise to the term “Bank” as used in obligation to make a payment under this Section 2.06 and in other Sections of this Agreement includes 2.09 is given to the Issuing Banks in its capacity as suchBorrower.

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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline regulation, directive, guideline, decision or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority after the date hereof increases or would increase 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), there shall be any increase in the cost to any Bank Participant of, or reduces or would reduce the amount of agreeing to issue any sum receivable by, such Participant in respect of making available, continuing or maintaining (or of issuing its obligation to make available, continue or maintaining maintain) or participating prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.0612.3 with respect to, any such increased costs resulting from (x) Taxes Rent Assignment Contributions or Other Taxes (Lessor Amount, as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof)case may be, then the Account Parties jointly and severally agree to pay, Lessee shall from time to time, within five thirty (30) days after of demand by such Bank 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 demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, be used to pay) to the Administrative Agent for the account of such Bank Participant additional amounts sufficient to compensate such Bank 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 Account Parties Administrative Agent by such BankParticipant 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 change in successor or in similar authority) or the interpretation of any law United States or regulationforeign regulatory authorities, in each case after pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date hereofenacted, adopted or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest errorissued. (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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

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 ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other 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 any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States interest on the Revolving Credit Advances or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Term Loans or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (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 or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank 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 principal, interest or other amount payable to such Lender 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 foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender 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 any Borrower's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender such additional amounts as will be sufficient to compensate such Bank Lender 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 any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such increased costadditional costs, submitted to the Account Parties by such Bankreductions, shall be conclusive and binding for all purposespayments, absent manifest errorforegone interest or other sums among their respective customers. (b) IfAnything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, any Lender shall have determined that any changes in any present or (ii) the compliance with adoption of any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be including without limitation any increase 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 with any of the foregoing, either imposes a requirement upon such 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 a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such applicability, change, interpretation, administration or compliance, by any amount of capital required or expected deemed by such Lender to be maintained by any Bank or any corporation controlling material, such Bank as a result of or based upon the existence Lender shall promptly after its determination of such Bank’s commitment occurrence give notice thereof to lend 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 other commitments 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 typenotice (but not earlier than the effective date of any such applicability, thenchange, within five days after demand by such Bank interpretation, administration or such corporation (with a copy of such demand to the Administrative Agentcompliance), the fees payable hereunder shall increase by an amount which demand shall include a statement of the basis for will, in such demand and a calculation Lender's reasonable determination, evidenced by calculations in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay furnished to the Administrative Agent for the account of such BankBorrowers, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of Lender for such circumstances, to the extent that reduction. In determining such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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 existamount, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoingLender may use any reasonable methods of averaging, each Bank will designate a different Applicable Lending Office if allocating or attributing 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 Bankreduction among its customers. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as such.

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, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof)Eurodollar Rate Loans, then the Account Parties Borrowers jointly and severally hereby agree to pay, from time to time, within five days after upon demand by such Bank 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, to pay to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrowers by such BankLender, 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank such Lender or any corporation controlling such Bank as a result Lender and that the amount of such capital is increased by or based upon the existence of such Bank’s Lender's commitment to lend hereunder and other commitments of such typethis type or the issuance of, or sale or purchase of participation in, the Letter of Credit (or similar contingent obligations), then, within five days after upon demand by such Bank or such corporation 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, the Account Parties Borrowers jointly and severally hereby agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender's commitment to issue or participate in Letters of Credit lend hereunder or the issuance of, or sale or purchase of participation in, the Letter of Credit; provided, however, that the Borrowers shall not be obligated under this Section 2.09(b) to compensate any Lender for any increase in capital to the issuance extent such increase is required on the Original Closing Date pursuant to 12 C.F.R. ' 3.1-3.21 (1990) or maintenance of or participation in any Letters of Credit12 C.F.R. ' 325.1-325.6 and ' 325.101-325.102 (1990). A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Loans, Lenders owed at least 51% of the then aggregate unpaid principal amount thereof, notify the Account Parties Agent that the Eurodollar Rate for any Interest Period for such Term Loans will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Loans for such Interest Period, the Agent shall forthwith so notify the Borrowers and the Administrative Lenders, whereupon (i) each such Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into an Alternate Base Rate Loan and (ii) the obligation of the Lenders to make, continue or to Convert Term Loans into, Eurodollar Rate Loans shall be suspended until the 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 event 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 Borrowers through the Agent, (i) each Eurodollar Rate Loan will automatically, upon such demand, Convert into an Alternate Base Rate Loan and (ii) the obligation of which it the Lenders to make, or to Convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Agent shall notify the Borrowers that such Lender has actual knowledge which will result indetermined that the circumstances causing such suspension no longer exist; provided, and will however, that, before making any such demand, such Lender agrees to use reasonable commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (de) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into an Alternate Base Rate Loan and (ii) the obligation of the Lenders to make, or to Convert Term Loans into, Eurodollar Rate Loans shall be suspended. (f) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Sections 2.09(a) and Section 2.09(b) above shall survive the payment in full of principal and interest hereunder and under the Notes for a period of two years. (g) Notwithstanding anything contained herein to the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above)contrary, if any Bank fails a Borrower shall fail to notify the Account Parties of any event borrow or circumstance that will entitle such Bank Convert after it shall have given notice to compensation pursuant to Section 2.06(a)do so in which it shall have requested a Eurodollar Advance, 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank if a Eurodollar Rate Loan shall not be entitled to compensation from the Account Parties terminated for any amount arising reason prior to the date which last day of the Interest Period applicable thereto, or if, while a Eurodollar Rate Loan is 120 days before the date on which such Bank notifies the Account Parties outstanding, any repayment or prepayment of such event or circumstance. For avoidance of doubt, it Eurodollar Rate Loan is noted that made for any reason at any time when the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as such.provisions of

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 ofthereof and requests, in each case after directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from Banks by any central bank or other governmental authority (fiscal, monetary or other 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 agreeing to issue or of issuing making, funding or maintaining all or participating in Letters any part of Credit the Loans, or (B) to reduce the making amount of Letter of Credit Advances principal, interest or other amount payable to any Bank hereunder, or (excludingC) to require any Bank to make any payment or to forego any interest or other sum payable hereunder, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 amount of which such Bank payment or foregone interest or other sum is organized calculated by reference to the gross amount of any sum receivable or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand deemed received by such Bank (with a copy from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by such Bank promptly following the Bank's receipt of notice pertaining to such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation matters accompanied by calculations thereof in reasonable detail of the amount demandeddetail, pay to the Administrative Agent for the account of such Bank such additional amounts as will be sufficient to compensate such Bank 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 Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) IfAnything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, or (ii) the compliance with any guideline Bank shall have determined that any applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be including, without limitation, any increase 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 amount of capital required interpretation or expected to be maintained administration thereof by any Bank governmental authority, central bank or any corporation controlling such Bank as a result of comparable agency charged with the interpretation or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such typeadministration thereof, then, within five days after demand or compliance by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement any of the basis for such demand and foregoing, either imposes a calculation in reasonable detail of requirement upon the amount demanded, Bank to allocate additional capital resources or increases the Account Parties jointly and severally agree Bank's requirement to pay to allocate capital resources or the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’s 's commitment to issue or participate in Letters of Credit hereunder make, or to the issuance Bank's maintenance of, Loans hereunder, which has or maintenance 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 participation in compliance, by any Letters of Credit. A certificate as to such amounts submitted to the Account Parties amount deemed by such Bank shall to 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 Section 2.06(a) or 2.06(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 existmaterial, 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 after its determination of such designation will avoid (or reduce the cost occurrence give notice thereof to the Account Parties of) Borrower. In such event, commencing on the date of such notice (but not earlier than the effective date of any event described in such applicability, change, interpretation, administration or compliance), the preceding sentence and fees payable hereunder to such designation will notBank shall increase by an amount which will, in such Bank’s good faith judgment's reasonable determination, be otherwise disadvantageous evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction, the Bank. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge 's determination of such event amount to be conclusive and binding upon the Loan Parties, absent manifest error. In determining such amount, the Bank may use any reasonable methods of averaging, allocating or circumstance, then attributing 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 Banks in reduction among its capacity as suchcustomers.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Holder of agreeing to issue or of issuing funding or maintaining or participating in Letters of Credit or Securities bearing interest at the making of Letter of Credit Advances Eurodollar Rate (excluding, for purposes of this Section 2.06312, any such increased costs resulting from (x) Taxes or Other Taxes (as to which shall be governed exclusively by Section 2.08 shall govern) 313 and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the any foreign jurisdiction (or state any of their political subdivisions) under the laws of which such Bank Holder is organized organized, a resident for tax purposes or has 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 Applicable Lending Office obligations under, or receiving payment in respect of, any political subdivision thereofLoan Document), then the Account Parties jointly and severally agree to pay, Company shall from time to time, within five days after upon demand by such Bank Holder (with a copy of such demand to the Administrative AgentIndenture Trustee), which demand shall include a statement of the basis for pay to such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Holder additional amounts sufficient to compensate such Bank Holder for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Company by such BankHolder, 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 Holder determines that compliance with any law or regulation, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank such Holder or any corporation controlling such Bank as a result Holder and that the amount of such capital is increased by or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such typeHolder's investment in the Securities, then, within five days after upon demand by such Bank Holder or such corporation (with a copy of such demand to the Administrative AgentIndenture Trustee), which demand the Company shall include a statement of the 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 BankHolder, from time to time as specified by such BankHolder, additional amounts sufficient to compensate such Bank Holder in the light of such circumstances, to the extent that such Bank Holder reasonably determines such increase in capital to be allocable to the existence of such Bank’s commitment to issue or participate Holder's investment in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of CreditSecurities. A certificate as to such amounts submitted to the Account Parties Company by such Bank Holder shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify Notwithstanding any other provision of this Indenture, if the Account Parties and introduction of or any change in or in the Administrative Agent interpretation of any event of which law or regulation shall make it has actual knowledge which will result inunlawful, 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 will use reasonable commercial efforts available to it (and not, in demand therefor by 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 Section 2.06(a) or 2.06(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 Holder to the Account Parties of) any event described in Company (with a copy of such demand to the preceding sentence and such designation will not, in such Bank’s good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of Section 2.06(aIndenture Trustee), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above)all Securities will automatically, if any Bank fails upon such demand, convert to notify bear interest at the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks in its capacity as suchFixed Rate.

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 ofor application thereof by any governmental authority, in each case after central bank or comparable agency charged with the date hereof, interpretation or administration thereof or compliance by any law or regulation or (ii) the compliance Participant with any guideline request or request issued directive after the date hereof 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, there 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 not otherwise included in determination of the rate of interest on Loan or Lessor Amount, as applicable, hereunder; or (iii) does or shall be impose on such Participant any other condition; and the result of any of the foregoing is to increase in the cost to any Bank such Participant of agreeing to issue or of issuing making or maintaining Loan or participating Lessor Amount, as applicable, or to reduce any amount receivable hereunder, then in Letters of Credit or any such case, the making of Letter of Credit Advances (excludingLessee shall promptly pay to such Participant, for purposes of this Section 2.06upon demand, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient necessary to compensate such Bank Participant for such increased cost. A certificate cost or reduced amount receivable which such Participant deems to be material as to the amount of such increased cost, submitted to the Account Parties determined by such BankParticipant with respect to Loan or Lessor Amount, shall be conclusive and binding for all purposes, absent manifest erroras applicable. (b) IfIf any Participant shall have determined that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, the adoption of any applicable law, rule or (ii) regulation regarding capital adequacy, or any change therein, or any change in the compliance with interpretation or administration thereof by any guideline or request issued after the date hereof 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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment material, then from time to lend hereunder and other commitments of such type, thentime, within five fifteen (15) days after demand by such Bank Participant, the Lessee shall pay to such Participant such additional amount or amounts as will compensate such corporation Participant (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis or its Parent) 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 Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest errorreduction. (c) Each Bank shall Participant will promptly notify the Account Parties and the Administrative Agent Lessee of any event of which it has actual knowledge knowledge, occurring after the date hereof, which will result in, and will use reasonable commercial efforts available entitle such Participant 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 compensation pursuant to this Section 2.06(a) or 2.06(b) above or pursuant to Section 2.08 (andand will, if any Bank has given notice practicable, with the consent of any such event and thereafter such event ceases to existthe Lessee (which consent shall not unreasonably be withheld), 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 Funding Office or take any other reasonable action if such designation or action will avoid (the need for, or reduce the cost to the Account Parties amount of) any event described in the preceding sentence , such compensation and such designation will not, in the reasonable judgment of such Bank’s good faith judgmentParticipant, be otherwise disadvantageous to such BankParticipant. 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 provisions foregoing clauses (a) and (b) of this Section 2.06(a)13.9, 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails the Lessee shall only be obligated to notify the Account Parties of any event or circumstance that will entitle compensate such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Participant for any amount arising prior to or accruing both: (i) during (A) any time or period commencing (x) in the case of subsection (a), not earlier than the first day of any Interest Period in effect on the date which is 120 days before which, and (y) in the case of subsection (b), not earlier than the date on which such Bank Participant notifies the Account Parties Lessee that it proposes to demand such compensation and identifies to the Lessee the statute, regulation or other basis upon which the claimed compensation is or will be based and (B) any time or period during which, because of the retroactive application of such event statute, regulation or circumstance. For avoidance other basis, such Participant did not know that such amount would arise or accrue; and (ii) within six months prior to any demand therefor, accompanied by a certificate of doubt, such Participant claiming compensation and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it is noted that the term “Bank” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchhereunder.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost Credit Agreement to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining Eurodollar Rate Advances, then, if such costs are or participating in Letters will be charged to customers of Credit or such Lender generally, the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 Borrower 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank 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 Account Parties Borrower and the Administrative Agent by such BankLender, 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, in each case regulation occurring on or after the date hereof, hereof or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other 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 Bank such Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such Bank’s Lender's commitment to lend hereunder and other commitments of such this type, then, within five days after upon demand by such Bank or such corporation Lender (with a copy of such demand to the Administrative Agent), which demand the Borrower shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to immediately pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender or such corporation in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s Lender's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts setting forth in reasonable detail the calculations used in determining such amounts, submitted to the Account Parties Borrower and the Administrative Agent by such Bank 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) Each Bank shall promptly notify Upon the Account Parties occurrence and during the Administrative Agent continuance of any event Event of which it has actual knowledge which Default, (i) each Eurodollar Rate Advance will result inautomatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and will use reasonable commercial efforts available (ii) the obligation of the Lenders to it (and notmake, in such Bank’s good faith judgmentor to Convert Advances into, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(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 Eurodollar Rate Advances 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 Banksuspended. (d) Notwithstanding 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 2.06(a)8.07, 2.06(ball 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 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge Notes of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior Lender accrued 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 doubtassignment, it is noted that the term “Bank” as used in this Section 2.06 together with any and in all other Sections amounts owing to such Lender under any provision of this Agreement includes or the Issuing Banks in its capacity as suchother 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, in each case after the date hereof, of any law or regulation after the date of this Agreement or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing the Lender, related specifically to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances this loan, (excluding, excluding for purposes of this Section 2.06, 2.06 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (yii) 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 Bank the Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank (with a copy of such demand the Lender, pay 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, to the Administrative Agent Lender for the account of such Bank the Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such Bankthe 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, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other 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 Bank the Lender or any corporation controlling such Bank as a result of or the Lender based upon the existence of such Bank’s the Lender's commitment to lend hereunder and other commitments of this type and that such typeincrease in capital represents an additional cost to the Lender relating to this transaction, then, within five days after upon demand by such Bank 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 demandedLender, the Account Parties jointly and severally agree to Borrower shall pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such Bankthe Lender, additional amounts sufficient to compensate the Lender or such Bank corporation, on a proportional basis, for such increased cost in the light of such circumstances, to the extent that such Bank the Lender reasonably determines such increase in capital to be allocable to the existence of such Bank’s the Lender's commitment to issue or participate in Letters of Credit hereunder or lend to the issuance or maintenance of or participation Borrower and to result in any Letters of Creditan 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 Account Parties Borrower by such Bank the Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank Any additional amounts payable under this Section 2.06 by the Borrower to a Lender assignee shall promptly notify not exceed the Account Parties additional amounts the Borrower would have been required to pay to the Lender assignor who assigned its rights 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 obligations under this Agreement to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(b) above or pursuant to Section 2.08 (and, assignee if any Bank has given notice of any no 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 Bankassignment had occurred. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if Before making any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 demand 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 additional amounts under this Section 2.06 2.06, the Lender agrees to use its reasonable efforts (consistent with its internal policy and in other Sections of this Agreement includes the Issuing Banks in its capacity as suchany applicable legal and regulatory restrictions) to minimize any such amounts.

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 each case 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 date hereofEffective Date, of, any law or regulation or (ii) the compliance with any guideline regulation, directive, guideline, decision or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law)) of any court, there shall be any increase central bank, regulator or other Governmental Authority (other than the requirements of the Bank of England and the Financial Services Authority reflected in the calculation of Associated Costs, except where such Associated Costs do not represent the cost to any a Lender of complying with the requirements of the Bank of agreeing England and/or the Financial Services Authority in relation to issue or of issuing its funding or maintaining or participating of Loans). Such Lender shall promptly notify the Agent and the Borrower in Letters writing of Credit or the making occurrence of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as event, such notice to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof)state, then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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 detail, the reasons therefor and the additional amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient required fully to compensate such Bank 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 Account Parties by such Bankabsence 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, 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such 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 Section 2.06(a) or 2.06(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) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 Banks 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, in each case after the date hereof, of any law or regulation by any central bank or other government authority or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank Lender of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or the making of Letter of Credit Eurodollar Rate Advances (excluding, for purposes of this Section 2.062.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.12 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 Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such Bank 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 Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost; and provided, however, that the Borrower shall not be responsible for costs under this Section 2.10(a) arising more than 180 days prior to receipt by the Borrower of the demand from the affected Lender pursuant to this Section 2.10(a), unless the requirement resulting in the increased costs becomes effective during such 180 day period and retroactively applies to a date occurring prior to such 180 day period, in which case the Borrower shall be responsible for all such additional amounts described in this Section 2.10(a) from and after such date of effectiveness; and 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 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 Account Parties Borrower by such BankLender, shall be conclusive and binding for all purposes, absent manifest errorprima facie evidence of the correct amount. (b) If, due to either (i) the introduction of or If any Lender determines that compliance with any change in or in the interpretation of any law or regulation, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law)) since the date hereof, there shall be any increase in the case of each Initial Lender and since the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender affects or would affect the amount of capital required or expected to be maintained by any Bank such Lender or any corporation controlling such Bank as a result Lender and that the amount of such capital is increased by or based upon the existence of such BankLender’s commitment to lend hereunder and other commitments of such type, then, within five days after demand upon written certification by such Bank Lender or such corporation (with a copy of such demand written certification to the Administrative Agent), which demand the Borrower shall include a statement of the 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 BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender’s commitment to issue or participate lend hereunder; provided, however, that the Borrower shall not be responsible for costs under this Section 2.10(b) arising more than 180 days prior to receipt by the Borrower of the demand from the affected Lender pursuant to this Section 2.10(b), unless the requirement resulting in Letters the increased costs becomes effective during such 180 day period and retroactively applies to a date occurring prior to such 180 day period, in which case the Borrower shall be responsible for all such additional amounts described in this Section 2.10(b) from and after such date of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Crediteffectiveness. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest errorprima facie evidence of the correct amount. (c) Each Bank shall promptly If, with respect to any Eurodollar Rate Advances, Lenders owed at least 33% of the then aggregate unpaid principal amount thereof notify the Account Parties and the Administrative Agent that (i) 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 or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Advance, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (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, 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 event 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 which it 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 actual knowledge which will result indetermined that the circumstances causing such suspension no longer exist; provided, and will however, that, before making any such demand, such Lender agrees to use reasonable commercial efforts available (consistent with its internal policy and legal and regulatory restrictions) to it (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 reasonable judgment of 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 Section 2.06(a) or 2.06(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 judgmentLender, be otherwise disadvantageous to such BankLender. (de) Notwithstanding In the provisions event that any Lender demands payment of costs or additional amounts pursuant to this Section 2.06(a)2.10 or Section 2.12 or asserts, 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a2.10(d), 2.06(b) that it is unlawful for such Lender to make Eurodollar Rate Advances or 2.08 becomes a Defaulting Lender then (subject to such Lender’s right to rescind such demand or assertion within 120 10 days after the notice from the Borrower referred to below) the Borrower may, upon 20 days’ prior written notice to such Bank obtains actual knowledge Lender and the Administrative Agent, elect to cause such Lender to assign its Advances and Term C 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 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 event or circumstanceassignment (including, then without limitation, amounts owing pursuant to Sections 2.10, 2.12 and 9.04) and (iii) each such Bank shall not be entitled assignee agrees to compensation from the Account Parties for any amount arising prior accept such assignment and to the date which is 120 days before the date on which such Bank notifies the Account Parties assume all obligations of such event or circumstance. For avoidance of doubt, it is noted that the term “Bank” as used Lender hereunder in this accordance with Section 2.06 and in other Sections of this Agreement includes the Issuing Banks in its capacity as such9.07.

Increased Costs, Etc. (a1) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof 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 Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 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 Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (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, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, 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, in each case after the date hereof, regulation 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 (x) change in the basis of taxation of payments to the Bank of the principal of or interest on any Loan (excluding changes in the rate of tax payable on the Bank's overall income or income allocable to a particular jurisdiction 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 any Loan, then the Borrower shall from time to time, upon demand by the Bank, pay to the Bank an additional amount which the Bank has determined reasonably and in good faith to be sufficient to compensate the Bank for such increased cost. The Bank shall give the Borrower written notice of such occurrence and deliver to the Borrower a certificate setting forth the amount of such increased cost, together with its reasonably detailed calculations used to determine such amount, which shall be conclusive and binding for all purposes, absent demonstrable error. (2) 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 the Bank or any corporation controlling the Bank and that the amount of such Bank as a result of capital is increased by or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such typeany Loan or the Commitment, thenthen the Borrower shall, within five days after upon demand by such the Bank, pay to the Bank an additional amount sufficient to compensate the Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such the Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’s commitment to issue Loans or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of CreditCommitment. A certificate as to such amounts amounts, submitted to the Account Parties Borrower by such Bank the Bank, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c3) Each Prior to making any demand for compensation under this Section II.K., (i) the 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 (consistent with its internal policy and legal and regulatory restrictions) to it (file any certificate or document requested by the Borrower or to change the jurisdiction of its lending office if the making of such a filing or change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in such the judgment of the 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 Section 2.06(a) or 2.06(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 the Bank. , and (dii) Notwithstanding the provisions Bank will permit the Borrower to prepay all or any part of Section 2.06(a)the affected Loans, 2.06(b) together with interest to the date of payment; provided that nothing herein shall relieve the Borrower from its obligations to compensate the Bank for increased costs or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 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 reduced return incurred prior to the date which is 120 days before taking of 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 actions contemplated by clauses (i) and in other Sections of this Agreement includes the Issuing Banks in its capacity as such(ii) above.

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 of, in each case or application of any Requirement of Law after the date hereof, any law or regulation of this Agreement or (ii) the compliance with any directive, guideline or request issued after the date hereof from any central bank or other governmental authority 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), there shall be any increase in the cost to any Bank of the Lenders of agreeing to issue make or of issuing 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 participating any reduction in Letters the amount owing to any of Credit the Lenders or the making their respective Applicable Lending Offices under this Agreement in respect of Letter any Working Capital Advances of Credit Advances either Type (excluding, for purposes of this Section 2.062.09, any such increased costs resulting from (xA) Taxes or Other Taxes (as to which Section 2.08 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 Bank Lender is organized or has either of its Applicable Lending Office Offices or any political subdivision thereof), then the Account Parties jointly and severally agree Borrower hereby agrees to pay, from time to time, within five days after time upon demand by such Bank 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, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate or to reimburse such Bank 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 Borrower by such Lender and specifying therein the amount of such increased cost, submitted to the Account Parties by such Bankadditional 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 any of 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), 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 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 Person controlling such Lender and that the amount of such capital is increased by or is based upon the existence of the commitment of such Lender to lend hereunder and other commitments of such type, then the Borrower hereby agrees to pay, upon demand by such Lender (with a copy of such demand to the Administrative Agent), 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 to lend hereunder. A certificate of the Lender requesting such additional compensation pursuant to 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, due with respect to either 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, in each case after the date hereofregulation shall make it unlawful, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether Governmental Authority shall assert that it is unlawful, for any Lender or not having the force of law), there shall be any increase in the amount of capital required its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or expected to be maintained by any Bank continue to fund or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such typemaintain Eurodollar Rate Advances hereunder, then, within five days after upon notice thereof and demand therefor by such Bank or such corporation (with a copy of such demand Lender to the Borrower through the Administrative Agent), which demand shall include a statement (i) each Eurodollar Rate Advance of such Lender will automatically, on the last day of the basis for such then existing Interest Period therefor, if permitted by applicable law, or otherwise upon demand Convert into a Base Rate Advance and a calculation in reasonable detail (ii) the obligation of the amount demandedLenders to make, the Account Parties jointly and severally agree or to pay to Convert Working Capital Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent for shall notify the account 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 Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest errorWorking Capital Borrowing. (ce) Each Bank shall promptly notify of the Account Parties and Lenders hereby agrees that, upon the Administrative Agent occurrence of any event 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 which it has actual knowledge which will result inthe foregoing provisions of this Section 2.09, and will such Lender shall use reasonable commercial efforts available to it (consistent with its internal policy and not, in such Bank’s good faith judgment, otherwise disadvantageous to such Bankwith legal and regulatory restrictions) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.06(a) or 2.06(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 for any Advances affected by such circumstances if the making of such designation will designation, in the case of subsection (a) or (b) of this Section 2.09, would avoid (the need for, or reduce the cost to the Account Parties amount of) , any event described such additional amounts that may thereafter accrue or, in the preceding sentence and case of subsection (c) or (d) of this Section 2.09, would allow such designation will 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 Bank’s good faith judgmentLender, be otherwise disadvantageous to such BankLender. (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) Notwithstanding of this Section 2.09, respectively, shall continue with respect to such Lender notwithstanding such designation, then, subject to the provisions terms of Section 2.06(a9.07(a), 2.06(b) or 2.08 the Borrower may cause such Lender to (and without limiting Section 2.06(c) above)and, if any Bank fails 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 notify the Account Parties of any event or circumstance that will entitle such Bank to waive its request for additional compensation pursuant to Section 2.06(a2.09(a) or 2.09(b), 2.06(bthe 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 2.08 within 120 days after such Bank obtains actual knowledge 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 event or circumstancecompensation, then and such Bank certificate shall not be entitled to compensation from conclusive and binding (in 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 absence 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 Banks in its capacity as suchmanifest error).

Increased Costs, Etc. (a) IfThe Borrower agrees to reimburse each Lender for any increase in the cost to such Lender of, due or any reduction in the amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to either make, continue or maintain) any Loans as, or of converting (ior 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, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority. Such Lender shall promptly notify the Agent and the Borrower in writing of the occurrence of any such event as provided in clause (c) below, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount. Such additional amounts shall be paid by the Borrower directly to such Lender promptly (and, in any event, within 15 Business Days of receipt of such notice), and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. (b) 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 ofor administration thereof by any governmental authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any law or regulation or (ii) the compliance Lender with any guideline request or request directive issued after the date hereof from by any central bank or other governmental 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 in the cost to any Bank Issuer or Lender of agreeing to issue or of issuing or issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuer or Lender hereunder with respect to Letters of Credit, then, 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 making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income Borrower by the United States respective Issuer or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank Lender (with a copy of which notice shall be sent by such demand Issuer or Lender to the Administrative Agent), which demand the Borrower shall include a statement of 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 the Borrower by such Issuer or Lender, setting forth the basis for such demand and a the calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank additional amount or amounts sufficient necessary to compensate such Bank for such increased cost. A certificate Issuer or Lender as to the amount of such increased cost, submitted to the Account Parties by such Bank, aforesaid 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, 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 (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 Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank 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 Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank’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 Account Parties by such Bank shall be conclusive and binding for all purposes, Borrower absent manifest error. (c) Each Bank Lender shall promptly notify the Account Parties and the Administrative Agent Borrower of any event occurring after the date of which it has 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 which will result inthereof, and will use reasonable commercial efforts available PROVIDED that if any Lender fails to give such notice within 30 days after it (and notobtains actual knowledge of such an event, in such Bank’s good faith judgmentLender shall, otherwise disadvantageous with respect to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount compensation payable pursuant to Section 2.06(a) or 2.06(b) above or pursuant to Section 2.08 (and, if any Bank has given notice this SECTION 4.3 in respect of any costs resulting from such event event, only be entitled to payment under this SECTION 4.3 for costs incurred from and thereafter such event ceases to exist, such Bank shall promptly so notify after 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 date 30 days prior to the Account Parties of) any event described in the preceding sentence and date that such designation will not, in Lender does give such Bank’s good faith judgment, be otherwise disadvantageous to such Banknotice. (d) Notwithstanding Provided that no Default shall have occurred and be continuing, the provisions of Section 2.06(aBorrower 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 4.6), 2.06(b) or 2.08 by giving not less than ten Business Days' prior notice to the Agent (and without limiting Section 2.06(c) abovewho shall promptly notify such Lender), if any Bank fails that it intends to notify replace such Lender with one or more lenders (including but not limited to one or more Lenders under this Agreement) selected by the Account Parties Borrower that (i) have agreed to replace such Lender as provided in this paragraph and (ii) are reasonably acceptable to the Agent. Upon the effective date of any event replacement under this paragraph and as a condition to such replacement, the replacement lender or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank lenders shall not be entitled to compensation from the Account Parties for any amount arising prior pay to the date which is 120 days before Lender being replaced the date 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 which such Bank notifies 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 Account Parties of Borrower) whereupon each 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 replacement lender (if not already a Lender) shall become a "Lender" for all purposes of this Agreement includes the Issuing Banks in its capacity as suchAgreement.