Common use of Increased Costs, Etc Clause in Contracts

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a1) If any Change in Law shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 11.8 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b2) If any Lender determines that any Change in Law affecting such Lender or any Lending Office lending office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c3) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d4) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's ’s right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's ’s intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If If, after the date hereof, the adoption of any Change applicable Requirement of Law, or any change in Law shallany applicable Requirement of Law, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Advances, any of its Notes, or its obligation to make any Eurodollar Rate Advances, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Advances (other than, for purposes of this Section 2.10, any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.13 shall govern), and (B) changes in the basis of taxation of overall net income or overall gross income by the United States of America or the jurisdiction under the laws of which such Lender Party has its principal office or such Applicable Lending Office); (ii) shall impose, modify modify, or deem applicable any reserve, special deposit, compulsory loanassessment, insurance charge or similar requirement against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof(or its Applicable Lending Office), except for Indemnified Taxes or Other Taxes covered by Section 13.9 and including the imposition, or any change in the rate, Commitments of any Excluded Tax payable by such LenderLender hereunder; or (iii) shall impose on any such Lender (or any applicable its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting this Agreement or Advances made by its Note or any of such Lenderextensions of credit or liabilities or commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or its Applicable Lending Office) of making making, Converting into or maintaining any Advance (or of maintaining its obligation to make any such Advance), Eurodollar Rate Advances or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Rate Advances, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.10(a) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it (other than by reason of administrative convenience or preference). Any Lender claiming compensation under this Section 2.10(a) shall furnish to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder (whether including the method of principalcalculation), interest which shall be conclusive and binding, absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender requests compensation by the Borrower under this Section 2.10(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Convert Eurodollar Rate Advances, or to Convert Base Rate Advances into Eurodollar Rate Advances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 2.10(e) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If, after the date hereof, any Lender shall have determined that the adoption of any applicable Requirement of Law regarding capital adequacy or any other amountchange 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 any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon request of such Lender demand the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If reduction. Each Lender shall promptly notify the Borrower and the Administrative Agent of any Lender determines that any Change in Law affecting event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or any to compensation pursuant to this Section 2.10(b) and will designate a different Applicable Lending Office of if such Lender designation will avoid the need for, or reduce the amount of, such Lender's holding companycompensation and will not, if any, regarding capital or liquidity requirements has or would have in the effect of reducing the rate of return on such Lender's capital or on the capital judgment of such Lender's holding company, if any, as a consequence of be otherwise disadvantageous to it. Any Lender claiming compensation under this Agreement, Section 2.10(b) shall furnish to the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies Borrower and the policies of its holding company with respect to capital adequacy), then from time to time Administrative Agent a statement setting forth the Borrower will pay to such Lender such additional amount or amounts as will compensate to be paid to it hereunder (including the method of calculation), which shall be conclusive and binding, absent manifest error. In determining such amount, such Lender or its holding company for may use any such reduction sufferedreasonable averaging and attribution methods. (c) A certificate If, on or prior to the first day of a Lender setting forth any Interest Period for any Eurodollar Rate Advance, the amount or amounts necessary Required Lenders at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to compensate the Appropriate Lenders of funding their Eurodollar Rate Advances for such Lender or its holding companyInterest Period, as the case may beAdministrative Agent shall promptly so notify the Borrower and the Appropriate Lenders, as specified in this Sectionwhereupon (i) each such Eurodollar Rate Advance will automatically, including reasonable detail on the last day of the basis of calculation then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the amount Appropriate Lenders to make, or amountsto Convert Advances into, and delivered to Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay (promptly following notice from the Appropriate Lenders) that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or delay on its Applicable Lending Office to make, maintain, or fund Eurodollar Rate Advances hereunder, then such Lender shall promptly notify the part Borrower thereof and such Lender’s obligation to make Eurodollar Rate Advances and to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended until such time as such Lender may again make, maintain and fund Eurodollar Rate Advances (in which case the provisions of Section 2.10(e) shall be applicable). (e) If the obligation of any Lender to demand compensation make a Eurodollar Rate Advance or to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended pursuant to any other provision of this Section shall not constitute a waiver of 2.10, such Lender's right ’s suspended Eurodollar Rate Advances shall be automatically Converted into Base Rate Advances on the last day(s) of the then current Interest Period(s) therefor (or, in the case of a Conversion required by Section 2.10(d), on such earlier date as such Lender may specify to demand the Borrower with a copy to the Administrative Agent) and, unless and until such compensation, except Lender gives notice as provided below that the Borrower shall not be required to compensate a Lender pursuant to circumstances specified in such other provision of this Section for any increased costs incurred or reductions suffered more than nine months before the date 2.10 that such Lender notifies the Borrower of the Change in Law giving gave rise to such increased costs or reductions and of Conversion no longer exist: (i) to the extent that such Lender's intention ’s suspended Eurodollar Rate Advances have been so Converted, all payments and prepayments of principal that would otherwise be applied to claim compensation such Lender’s suspended Eurodollar Rate Advances shall be applied instead to its Base Rate Advances; and (ii) all Eurodollar Rate Advances that would otherwise be made or Converted by such Lender shall be made instead as (or shall remain as) Base Rate Advances. If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances otherwise specified in this Section 2.10 that gave rise to the suspension of the making of Eurodollar Rate Advances by such Lender no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Advances by other Lenders with Commitments under the same Facility are outstanding, such Lender’s Base Rate Advances shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) therefor, unless to the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofextent necessary into Eurodollar Rate Advances.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; Lender (ii) subject except any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change reserve requirement reflected in the rate, of any Excluded Tax payable by such Eurodollar Rate) or the Issuing Lender; or (iiiii) impose on any Lender or any applicable the Issuing Lender or the London interbank market any other condition, cost or expense condition affecting this Agreement or Advances Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance Eurodollar Loan (or of maintaining its obligation to make any such Advance)Loan) or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or any other amountotherwise), then upon request of such Lender the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts (as determined in good faith by such Lender) as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Lender reasonably determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Lender’s capital or on the capital of such Lender's ’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender Agreement or the Advances Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Lender, to a level below that which such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s or the Issuing Lender’s policies and the policies of its such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts (as determined in good faith by such Lender) as will compensate such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, including reasonable detail of the basis of calculation of the amount or amounts, and Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's ’s or the Issuing Lender’s right to demand such compensation, except ; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered incurred more than nine months before 270 days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's ’s or the Issuing Lender’s intention to claim compensation therefor; provided further that, unless if the Change in Law giving rise to such increased costs or reductions is retroactive, in which case then the nine270-month day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change in, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets in the interpretation of, deposits with any law or for the account of, regulation or credit extended or participated in by, any Lender; (ii) subject the need to comply with any Lender to guideline or request from any Tax central bank or other Governmental Authority (whether or not having the force of any kind whatsoever law) adopted or made after the date of this Agreement (except, with respect to this Agreement both subclauses (i) and (ii), any law, regulation, guideline or request addressed in Section 2.09), there shall be any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change increase in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on cost to any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to Person controlling such Lender of making agreeing to make or making, funding or maintaining any Advance (or of maintaining its obligation Advances, then the Borrower shall from time to make any such Advance)time, or to reduce the amount of any sum received or receivable upon demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Administrative Agent), then upon request pay to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such increased cost; provided, however, that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different 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. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduced amount; provided, however, that notice in respect of any additional amounts payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased costs incurred in respect of any period from 90 days after the date on which such Lender becomes actually aware of such increased cost to the date on which such Lender delivers notice of such increased cost, except for additional amounts for increased costs incurred as a result of the retroactive application of any law, rule or reduction sufferedregulation. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that (i) the introduction of or any Change change in, or in Law affecting the interpretation of, any law or regulation or (ii) the need to comply with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any Lending Office Person controlling such Lender and such Lender determines that the amount of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital is increased as a result of such Lender's holding company, if any, as a consequence Advance made hereunder and other commitments of this Agreementtype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Commitments Borrower shall pay to the Administrative Agent for the account of such Lender or the Advances made Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's Advance made hereunder; 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 level below different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increase in capital and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduced amount; provided, however, that notice in respect of any additional amounts payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased capital requirements for any period from 90 days after the date on which such Lender becomes actually aware of such increased capital requirements to the date on which such Lender delivers notice of such increased capital requirements, except for additional amounts for increased capital requirements as a result of the retroactive application of any law, rule or its holding company could have achieved but for regulation. A certificate as to such Change in Law (taking into consideration amounts submitted to the Borrower by such Lender's policies , shall be conclusive and the policies of its holding company with respect to capital adequacy)binding for all purposes, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferedabsent manifest error. (c) A certificate of a Lender setting forth If, with respect to any Eurodollar Rate Advances, the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail Lenders who are owed at least 20% of the basis then-aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Lenders of calculation making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forth-with so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the amount or amountsthen-existing Interest Period therefor, convert into an Alternate Base Rate Advance and delivered (ii) the obligation of the Lenders to make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to demand compensation pursuant the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will automatically, upon such demand, convert, at the end of the current Interest Period therefor (or sooner if required by law), into an Alternate Base Rate Advance and (ii) the obligation of such Lender to this Section make Eurodollar Rate Advances shall not constitute be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a waiver different Lending Office if the making of such a designation would allow such Lender or its Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise otherwise disadvantageous to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If If, after the date hereof, the adoption of any Change applicable Requirement of Law, or any change in Law shallany applicable Requirement of Law, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Advances, any of its Notes, or its obligation to make any Eurodollar Rate Advances, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Advances (other than, for purposes of this Section 2.10, any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.13 shall govern), and (B) changes in the basis of taxation of overall net income or overall gross income by the United States of America or the jurisdiction under the laws of which such Lender Party has its principal office or such Applicable Lending Office); (ii) shall impose, modify modify, or deem applicable any reserve, special deposit, compulsory loanassessment, insurance charge or similar requirement against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof(or its Applicable Lending Office), except for Indemnified Taxes or Other Taxes covered by Section 13.9 and including the imposition, or any change in the rate, Commitments of any Excluded Tax payable by such LenderLender hereunder; or (iii) shall impose on any such Lender (or any applicable its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting this Agreement or Advances made by its Note or any of such Lenderextensions of credit or liabilities or commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or its Applicable Lending Office) of making making, Converting into or maintaining any Advance (or of maintaining its obligation to make any such Advance), Eurodollar Rate Advances or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Rate Advances, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.10(a) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it (other than by reason of administrative convenience or preference). Any Lender claiming compensation under this Section 2.10(a) shall furnish to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder (whether including the method of principalcalculation), interest which shall be conclusive and binding, absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender requests compensation by the Borrower under this Section 2.10(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Convert Eurodollar Rate Advances, or to Convert Base Rate Advances into Eurodollar Rate Advances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 2.10(e) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If, after the date hereof, any Lender shall have determined that the adoption of any applicable Requirement of Law regarding capital adequacy or any other amountchange 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 any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon request of such Lender demand the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If reduction. Each Lender shall promptly notify the Borrower and the Administrative Agent of any Lender determines that any Change in Law affecting event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or any to compensation pursuant to this Section 2.10(b) and will designate a different Applicable Lending Office of if such Lender designation will avoid the need for, or reduce the amount of, such Lender's holding companycompensation and will not, if any, regarding capital or liquidity requirements has or would have in the effect of reducing the rate of return on such Lender's capital or on the capital judgment of such Lender's holding company, if any, as a consequence of be otherwise disadvantageous to it. Any Lender claiming compensation under this Agreement, Section 2.10(b) shall furnish to the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies Borrower and the policies of its holding company with respect to capital adequacy), then from time to time Administrative Agent a statement setting forth the Borrower will pay to such Lender such additional amount or amounts as will compensate to be paid to it hereunder (including the method of calculation), which shall be conclusive and binding, absent manifest error. In determining such amount, such Lender or its holding company for may use any such reduction sufferedreasonable averaging and attribution methods. (c) A certificate If, on or prior to the first day of a Lender setting forth any Interest Period for any Eurodollar Rate Advance, the amount or amounts necessary Required Lenders at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to compensate the Appropriate Lenders of funding their Eurodollar Rate Advances for such Lender or its holding companyInterest Period, as the case may beAdministrative Agent shall promptly so notify the Borrower and the Appropriate Lenders, as specified in this Sectionwhereupon (i) each such Eurodollar Rate Advance will automatically, including reasonable detail on the last day of the basis of calculation then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the amount Appropriate Lenders to make, or amountsto Convert Advances into, and delivered to Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay (promptly following notice from the Appropriate Lenders) that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or delay on its Applicable Lending Office to make, maintain, or fund Eurodollar Rate Advances hereunder, then such Lender shall promptly notify the part Borrower thereof and such Lender's obligation to make Eurodollar Rate Advances and to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended until such time as such Lender may again make, maintain and fund Eurodollar Rate Advances (in which case the provisions of Section 2.10(e) shall be applicable). (e) If the obligation of any Lender to demand compensation make a Eurodollar Rate Advance or to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended pursuant to any other provision of this Section shall not constitute a waiver of 2.10, such Lender's right suspended Eurodollar Rate Advances shall be automatically Converted into Base Rate Advances on the last day(s) of the then current Interest Period(s) therefor (or, in the case of a Conversion required by Section 2.10(d), on such earlier date as such Lender may specify to demand the Borrower with a copy to the Administrative Agent) and, unless and until such compensation, except Lender gives notice as provided below that the Borrower shall not be required to compensate a Lender pursuant to circumstances specified in such other provision of this Section for any increased costs incurred or reductions suffered more than nine months before the date 2.10 that such Lender notifies the Borrower of the Change in Law giving gave rise to such increased costs or reductions and of Conversion no longer exist: (i) to the extent that such Lender's intention suspended Eurodollar Rate Advances have been so Converted, all payments and prepayments of principal that would otherwise be applied to claim compensation such Lender's suspended Eurodollar Rate Advances shall be applied instead to its Base Rate Advances; and (ii) all Eurodollar Rate Advances that would otherwise be made or Converted by such Lender shall be made instead as (or shall remain as) Base Rate Advances. If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances otherwise specified in this Section 2.10 that gave rise to the suspension of the making of Eurodollar Rate Advances by such Lender no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Advances by other Lenders with Commitments under the same Facility are outstanding, such Lender's Base Rate Advances shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) therefor, unless to the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofextent necessary into Eurodollar Rate Advances.

Increased Costs, Etc. (a) If any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender or any Lender; Person controlling the Lender (except any reserve requirement reflected in the LIBO Rate) or (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any the Lender or any applicable the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances the Loan made by such the Lender; , and the result of any of the foregoing shall be to increase the cost to such the Lender of making making, converting to, continuing or maintaining any Advance (the Loan or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder Loan (whether of principal, interest or any other amount)) then, then upon request written notice from the Lender, the Borrower shall within 30 days following receipt of such Lender notice pay directly to the Borrower will pay to such Lender such additional amount or amounts as will sufficient to compensate such the Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) . A certificate of a the Lender setting forth the amount or amounts necessary to compensate such the Lender or its holding companya Person controlling the Lender, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, Section 4.1 and delivered to the Borrower Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any the Lender to demand compensation pursuant to this Section 4.1 shall not constitute a waiver of such the Lender's ’s right to demand such compensation, except ; provided that the Borrower shall not be required to compensate a the Lender pursuant to this Section 4.1 for any increased costs incurred or reductions suffered more than nine months before prior to the date that such the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions reductions, and of such the Lender's ’s intention to claim compensation therefortherefor (except that, unless if the Change in Law giving rise to such increased costs or reductions is retroactive, in which case then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change (other than any change by way of imposition or increase of reserve requirements, modify in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or deem applicable in the interpretation of any reservelaw or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), special depositthere shall be any increase in the costs to any Lender of agreeing to make or making, compulsory loanfunding or maintaining Eurodollar Rate Advances, insurance charge or similar requirement against assets ofthen the Borrower shall from time to time, deposits upon demand by such Lender (with or a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional increased costs incurred or reduction sufferedfor a period beginning not more than 90 days prior to such demand. A certificate as to the amount of such increased cost submitted to the Borrower and the Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the increased costs, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any Change in Law affecting 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 such Lender or any Lending Office corporation controlling such Lender which decreases such Lender’s return on its capital (after taking into account any changes in the Eurodollar Rate and Eurodollar Rate Reserve Percentage) and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such Lender's holding companycorporation in the light of such circumstances, if any, regarding to the extent that such Lender reasonably determines such increase in capital or liquidity requirements has or would have to be allocable to the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding company’s commitment to lend hereunder, if any, such compensation to cover a period beginning not more than 90 days prior to such demand. A certificate as a consequence of this Agreement, to such amounts submitted to the Commitments of such Lender or Borrower and the Advances made Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the amount required to a level below that which such Lender or its holding company could have achieved but be paid hereunder, shall be conclusive and binding for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy)all purposes, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferedabsent manifest error. (c) A certificate Within 30 days after the receipt of (A) notice from a Lender setting forth as described in Section 2.02(b)(i), or (B) a demand for compensation from a Lender under subsection (a) or (b) above, the Borrower may, by at least three Business Days’ notice to the Administrative Agent, terminate the Commitment (in whole but not in part) of any Lender which has provided such notice under Section 2.02(b)(i), or demanded compensation under subsection (a) or (b) above in an amount or amounts necessary to compensate such Lender or (expressed as a percentage per annum of its holding companyunused Commitment) which exceeds the compensation demanded by any other Lender, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to provided that (i) the Borrower shall first pay to the Administrative Agent for the account of such Lender all compensation required to be conclusive absent manifest error. The paid under subsection (a) or (b) above accrued to the termination date of such Commitment, (ii) the Borrower shall pay first prepay all outstanding A Advances owing to such Lender in accordance with the amount shown as due on any such certificate within 10 days after receipt thereof. provisions of Section 2.10 hereof, (diii) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required terminate the Commitment of any Lender under this subsection unless it also terminates the Commitment of all other Lenders providing similar notice to compensate the Administrative Agent under Section 2.02(b)(i) or demanding compensation at a rate equal to or higher than that demanded by such Lender under subsection (a) or (b) above, and (iv) the Borrower shall not take any action under this subsection which would reduce the aggregate of the Commitments below the aggregate of the Advances outstanding. Effective with such termination, the Borrower may substitute for such Lender one or more other banks or entities which will assume the Commitment and other obligations hereunder of such terminated Lender or Lenders, and will become a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofLenders hereunder upon executing an Assumption Agreement.

Increased Costs, Etc. (a1) If any Change in Law shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 11.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b2) If any Lender determines that any Change in Law affecting such Lender or any Lending Office lending office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c3) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d4) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's ’s right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's ’s intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If If, due to any Change in Law shall: Law, there shall be any increase in the cost to any Lender of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (i) imposeexcluding, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in bypurposes of this Section 2.6, any Lender; such increased costs resulting from (iix) subject any Lender Taxes or Other Taxes (as to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change which Section 2.8 shall govern) and (y) changes in the basis of taxation of payments to overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender in respect thereof, except for Indemnified Taxes is organized or Other Taxes covered by Section 13.9 and the imposition, has its Lending Office or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advancepolitical subdivision thereof), or then the Account Parties jointly and severally agree to reduce the amount of any sum received or receivable pay, from time to time, within five (5) days after demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Administrative Agent), then upon request which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedincreased cost. A certificate as to the amount of such increased cost, submitted to RenRe by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Lender's ’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s or such Issuing Bank’s capital or on the capital of such Lender's ’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the L/C Commitments of such Lender or the Advances made participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such LenderIssuing Bank, to a level below that which such Lender or its such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s or such Issuing Bank’s policies and the policies of its such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower Account Parties jointly and severally will pay to such Lender or such Issuing Bank, as the case may be, within ten (10) days after demand by such Lender or such Issuing 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, such additional amount or amounts as will compensate such Lender or its such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. A certificate as to such amounts submitted to RenRe by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) A certificate Each Lender shall promptly notify RenRe and the Administrative Agent of a any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.6(a) or (b) above or pursuant to Section 2.8(a) (and, if any Lender setting forth the amount or amounts necessary has given notice of any such event and thereafter such event ceases to compensate exist, such Lender shall promptly so notify RenRe and the Administrative Agent). Without limiting the foregoing, each Lender will use reasonable efforts to designate a different Lending Office if such designation will avoid (or its holding company, as reduce the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered cost to the Borrower shall be conclusive absent manifest error. The Borrower shall pay Account Parties of) any event described in the preceding sentence and such designation will not, in such Lender’s good faith judgment, subject such Lender the amount shown as due on to any unreimbursed cost or expense and would not otherwise be disadvantageous to such certificate within 10 days after receipt thereofLender. (d) Failure Notwithstanding the provisions of Section 2.6(a) or delay on (b) or Section 2.8 (and without limiting Section 2.6(c) above), no Lender shall be entitled to compensation from the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section Account Parties for any increased costs incurred or reductions suffered more than nine months amount arising prior to the date which is 90 days before the date that on which such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and RenRe of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to event or circumstance (except that if such increased costs event or reductions circumstance is retroactive, in which case then the nine90-month day period referred to above shall be extended to include the period of retroactive effect thereof). As used in this Section 2.6 the term “Lender” includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) impose, modify the introduction of or deem applicable any reserve, special deposit, compulsory loan, insurance charge change in or similar requirement against assets of, deposits with in the interpretation of any law or for the account of, regulation or credit extended or participated in by, any Lender; (ii) subject the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Loans (excluding, for purposes of this Section 2.07, any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified increased costs resulting from (x) Taxes or Other Taxes covered (as to which Section 2.09 shall govern) and (y) changes in the basis or rate of taxation of overall net income or overall gross income by Section 13.9 and the imposition, United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advancepolitical subdivision thereof), or then the Borrower shall from time to reduce the amount of any sum received or receivable time, upon demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Administrative Agent), then upon request pay to the Administrative Agent for the account of such Lender the Borrower will pay to within 10 calendar days after receipt of an invoice from such Lender such additional amount or amounts as will sufficient to compensate such Lender for such additional costs incurred or reduction sufferedincreased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (ba) If any Lender determines that compliance with any Change in Law affecting 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 such Lender or any Lending Office corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to make Loans and other commitments of such type (or similar Guaranteed Debts), then, upon demand by such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital corporation (with a copy of such Lender's holding company, if any, as a consequence of this Agreementdemand to the Administrative Agent), the Commitments Borrower shall pay to the Administrative Agent for the account of such Lender or the Advances made by within 10 calendar days after receipt of an invoice from such Lender from such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary sufficient to compensate such Lender or its holding companyin the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to make Loans. A certificate as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such LenderXxxxxx's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-nine- month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any In the event that a Change in Law shall: (i) impose, modify or deem applicable occurring at any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for time after the account of, or credit extended or participated in by, any Lender; (ii) Closing shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for (other than (i) Indemnified Taxes or Other Taxes covered by indemnifiable under Section 13.9 and the imposition2.17, (ii) Taxes described in clauses (ii)-(iv) of Excluded Taxes or (iii) Connection Income Taxes) on its loans, loan principal, commitments or other obligations, or any change in the rateits deposits, of any Excluded Tax payable by such Lenderreserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that If, after the Closing Date, any Change in Law affecting such relating to capital adequacy of any Lender or compliance by any Lending Office of such Lender or such Lender's holding companyits parent with any Change in Law relating to capital adequacy occurring after the Closing Date, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s or its parent’s capital or on the capital of such Lender's holding company, if any, assets as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, ’s commitments or obligations hereunder to a level below that which such Lender or its holding company parent could have achieved but for such Change in Law (taking into consideration such Lender's ’s or its parent’s policies and the policies of its holding company with respect to capital adequacy), then Then from time to time time, promptly (but in any event no later than ten days) after written demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company parent for any such reduction suffered. (c) A certificate of or increase in Tax, it being understood and agreed, however, that a Lender setting forth the amount shall not be entitled to such compensation as a result of such Lender’s compliance with, or amounts necessary pursuant to compensate such Lender any request or its holding companydirective to comply with, any applicable Requirement of Law as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay effect on the part of Closing Date. Each Lender, upon determining in good faith that any Lender to demand compensation additional amounts will be payable pursuant to this Section 2.10, will give prompt written notice thereof to the Borrower, although the failure to give any such notice shall not constitute a waiver of such Lender's right not, subject to demand such compensationSection 2.13, except that release or diminish the Borrower shall not be required Borrower’s obligations to compensate a Lender pay additional amounts pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and 2.10 upon receipt of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofnotice.

Increased Costs, Etc. (a) 10.9.1 If any Change in Law shall: : (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; ; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 10.8 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) 10.9.2 If any Lender determines that any Change in Law affecting such Lender or any Lending Office lending office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) 10.9.3 A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 30 days after receipt thereof. (d) 10.9.4 Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's ’s right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine three months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's ’s intention to claim compensation therefortherefore, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the ninethree-month period referred to above shall be extended to include the period of retroactive effect thereof. 10.9.5 Notwithstanding the foregoing provisions of this Section 10.9, no Lender shall request any compensation from the Borrower (i) if similar compensation is not being claimed as a general practice from customers of such Lender contractually obligated to pay such similar compensation or (ii) if the Change in Law giving rise to the increased cost is not of general application to similarly regulated financial institutions.

Increased Costs, Etc. (a) If on or after the date hereof, the adoption of any Change applicable law, rule or regulation, or any change in Law shallany applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its related Note or its Commitment or its obligation to make Eurodollar Rate Advances, or shall change the basis of taxation of payments to any Lender (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in franchise taxes or taxes on the overall net income of such Lender or its Applicable Lending Office unless such taxes arise in whole or in part by reason of the activities, presence or other connection of the Borrower in or with the jurisdiction imposing such taxes); or (ii) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; Lender (iior its Applicable Lending Office) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) shall impose on any Lender (or any applicable its Applicable Lending Office) or on the London interbank market any other conditioncondition affecting its Eurodollar Rate Advances, cost its related Note or expense affecting this Agreement or Advances made by such Lenderits obligation to make Eurodollar Rate Advances; and the result of any of the foregoing shall be is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Advance (or of maintaining its obligation to make any such Eurodollar Rate Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its Applicable Lending Office) under this Agreement or under its Note with respect thereto, interest or any other amountby an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Agent), then upon request of such Lender the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that shall have determined that, after the date hereof, the adoption of any Change in Law affecting such Lender applicable law, rule or regulation regarding capital adequacy, or any Lending Office of such Lender change in any applicable law, rule or such Lender's holding company, if any, regulation regarding capital adequacy, or liquidity requirements any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or any Person controlling such Lender's capital or on the capital ) as a direct consequence of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, obligations hereunder to a level below that which such Lender (or its holding company any Person controlling such Lender) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender's its policies and the policies of its holding company with respect to capital adequacy)) by an amount deemed by such Lender to be material, then then, from time to time time, within 15 days after demand by such Lender (with a copy to the Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its holding company any Person controlling such Lender) for any such reduction suffered(without duplication of any amounts payable pursuant to subsection (a) above). (c) A certificate Each Lender will notify the Borrower and the Agent of a Lender setting forth any event occurring after the amount or amounts necessary to compensate date of this Agreement which will entitle such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver 2.09 as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate (without prejudice) of the basis and computation of such Lender's right to demand claim. Upon receipt of such compensationnotice and of such further notice as may be required by this subsection (c), except the Borrower shall compensate such Lender in accordance with this Section 2.09 from as of the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided that the Borrower shall not be required to compensate a Lender for costs incurred earlier than 120 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before subsection (c). As soon as practicable after the date that delivery of the initial notice pursuant to this subsection (c), such Lender notifies will furnish the Borrower with a certificate setting forth in reasonable detail the basis and amount of the Change in Law giving rise to each request by such increased costs or reductions and Lender for compensation under this Section 2.09, accompanied by such evidence of such Lender's intention entitlement to make a claim compensation under this Section 2.09 as the Borrower may reasonably request. (d) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, unless Convert into a Base Rate Advance and (ii) the Change in Law giving rise obligation of the Appropriate Lenders to such increased costs make, or reductions is retroactiveto Convert Advances into, in which case the nine-month period referred to above Eurodollar Rate Advances shall be extended suspended until the Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (e) The Borrower shall not be liable to include the period any Lender in respect of retroactive effect thereofany withholding taxes (including, without limitation, Taxes) under this Section.

Increased Costs, Etc. (a) If any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender or any Lender; Person controlling the Lender (except any reserve requirement reflected in the LIBO Rate) or (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any the Lender or any applicable the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances Loans made by such the Lender; , and the result of any of the foregoing shall be to increase the cost to such the Lender of making making, converting to, continuing or maintaining any Advance (Loan or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder Loan (whether of principal, interest or any other amount)) then, then upon request written notice from the Lender, the Borrower shall within 30 days following receipt of such Lender notice pay directly to the Borrower will pay to such Lender such additional amount or amounts as will sufficient to compensate such the Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) . A certificate of a the Lender setting forth the amount or amounts necessary to compensate such the Lender or its holding companya Person controlling the Lender, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, Section 4.1 and delivered to the Borrower Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any the Lender to demand compensation pursuant to this Section 4.1 shall not constitute a waiver of such the Lender's ’s right to demand such compensation, except ; provided that the Borrower shall not be required to compensate a the Lender pursuant to this Section 4.1 for any increased costs incurred or reductions suffered more than nine months before prior to the date that such the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions reductions, and of such the Lender's ’s intention to claim compensation therefortherefor (except that, unless if the Change in Law giving rise to such increased costs or reductions is retroactive, in which case then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Costs, Etc. (a1) If any Change in Law shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 11.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b2) If any Lender determines that any Change in Law affecting such Lender or any Lending Office lending office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c3) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d4) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such LenderXxxxxx's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change (other than any change by way of imposition or increase of reserve requirements, modify in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or deem applicable in the interpretation of any reservelaw or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), special depositthere shall be any increase in the costs to any Lender of agreeing to make or making, compulsory loanfunding or maintaining Eurodollar Rate Advances, insurance charge or similar requirement against assets ofthen the Borrower shall from time to time, deposits upon demand by such Lender (with or a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional increased costs incurred or reduction sufferedfor a period beginning not more than 90 days prior to such demand. A certificate as to the amount of such increased cost submitted to the Borrower and the Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the increased costs, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any Change in Law affecting 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 such Lender or any Lending Office corporation controlling such Lender which decreases such Lender's return on its capital (after taking into account any changes in the Eurodollar Rate and Eurodollar Rate Reserve Percentage) and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such Lender's holding companycorporation in the light of such circumstances, if any, regarding to the extent that such Lender reasonably determines such increase in capital or liquidity requirements has or would have to be allocable to the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding companycommitment to lend hereunder, if any, such compensation to cover a period beginning not more than 90 days prior to such demand. A certificate as a consequence of this Agreement, to such amounts submitted to the Commitments of such Lender or Borrower and the Advances made Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the amount required to a level below that which such Lender or its holding company could have achieved but be paid hereunder, shall be conclusive and binding for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy)all purposes, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferedabsent manifest error. (c) A certificate For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 2.10, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in case for this clause (y) pursuant to Basel III, shall in each case be deemed to be a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified change in this Section, including reasonable detail law regardless of the basis of calculation of the amount date enacted, adopted, issued, promulgated or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofimplemented. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax introduction of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in or in the rate, interpretation of any Excluded Tax payable law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender, the Swing Line Bank, the Issuing Bank or any Existing Issuing Bank of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to make or of making, funding or maintaining Letter of Credit Advances, or of the Issuing Bank agreeing to issue or issuing or maintaining Letters of Credit or of such Existing Issuing Bank maintaining Letters of Credit, then the Borrower shall from time to time, upon demand by such Lender; or , the Issuing Bank or such Existing Issuing Bank (iii) impose on any Lender or any applicable interbank market any other conditionwith a copy of such demand to the Agent), cost or expense affecting this Agreement or Advances made by pay to the Agent for the account of such Lender; and , the result of any of the foregoing shall be Issuing Bank or such Existing Issuing Bank additional amounts sufficient to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost; PROVIDED, HOWEVER, that the Borrower shall be obligated to make such payment only if such Lender, the Issuing Bank or reduction sufferedsuch Existing Issuing Bank has given, or has caused the Agent to give, notice to the Borrower of the facts or circumstances giving rise to such increased cost within 60 days after such Lender, the Issuing Bank or such Existing Issuing Bank shall have itself received actual knowledge thereof. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, the Issuing Bank or such Existing Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender or the Issuing Bank determines that compliance with any Change in Law affecting 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 such Lender or the Issuing Bank or any Lending Office of corporation controlling such Lender or the Issuing Bank and that the amount of such Lender's holding company, if any, regarding capital is increased by or liquidity requirements has or would have based upon the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding companycommitment to lend hereunder or the Issuing Bank's commitment to issue Letters of Credit hereunder and other commitments of such type, if anythen, as upon demand by such Lender or the Issuing Bank (with a consequence copy of this Agreementsuch demand to the Agent), the Commitments Borrower shall pay to the Agent for the account of such Lender or the Advances made by such LenderIssuing Bank, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to as specified by such Lender such or the Issuing Bank, additional amount or amounts as will sufficient to compensate such Lender or its holding company the Issuing Bank or such controlling corporation in the light of such circumstances, to the extent that such Lender or the Issuing Bank or such controlling corporation reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Issuing Bank's commitment to issue Letters of Credit hereunder; PROVIDED that such additional amounts shall not include compensation for any additional amounts arising from circumstances occurring more than 180 days prior to the date of such reduction suffereddemand. A certificate as to such amounts, submitted to the Borrower by such Lender or the Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error. (c) A certificate of a Lender setting forth the amount or amounts necessary If, with respect to compensate such Lender or its holding companyany Eurodollar Rate Advances, as the case may be, as specified in this Section, including reasonable detail Lenders owed at least 66-2/3% of the basis then aggregate unpaid principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Lenders of calculation making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the amount then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of such Lenders to make, or amountsto Convert Advances into, and delivered to Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part 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 demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that 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 not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before suspended until the date Agent shall notify the Borrower that such Lender notifies has determined that the Borrower circumstances causing such suspension no longer exist. (e) Upon the occurrence and during the continuance of any Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation then existing Interest Period therefor, unless Convert into a Base Rate Advance and (ii) the Change in Law giving rise obligation of the Lenders to such increased costs make, or reductions is retroactiveto Convert Advances into, in which case the nine-month period referred to above Eurodollar Rate Advances shall be extended to include the period of retroactive effect thereofsuspended.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for after the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax date hereof the introduction of any kind whatsoever with respect to this Agreement or any Advance made by it, change in or change in the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the impositioninterpretation of, or any change in its application to the rateBorrower of, any law or any regulation or guideline from any central bank or other governmental authority (whether or not having the force of law), including but not limited to any reserve or special deposit requirement or any Tax (other than Excluded Taxes and withholding taxes imposed under the Income Tax Act (Canada)) or any capital requirement, has due to the Lender's compliance therewith the effect, directly or indirectly, of any Excluded Tax payable by such Lender; or (iiii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase increasing the cost to such the Lender of making or maintaining performing its obligations hereunder; (ii) reducing any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such the Lender hereunder or its effective return hereunder or on its capital; or (whether of principaliii) causing the Lender to make any payment or to forego any return based on any amount received or receivable by the Lender, interest or any other amount)of them, hereunder, then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then demand from time to time the Borrower will shall pay to such amount as shall compensate the Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A cost, reduction, payment or foregone return that is not fully offset by an increase in the applicable interest rate or rates or fees hereunder. Any certificate of a Lender setting forth in respect of the amount or foregoing will be prima facie evidence of the foregoing, except for manifest error, provided that the Lender determines the amounts necessary owing to compensate such it in good faith and provides a detailed description of its calculation of the amounts owing to it. If the Lender or its holding company, as the case may be, as specified in demands compensation under this Section, including reasonable detail of the basis of calculation of the amount or amountsBorrower may at any time, and delivered upon at least four Business Days' prior notice to that Lender, which notice shall be irrevocable, prepay in full, without penalty but subject to the Borrower shall be conclusive absent manifest errorlimitations on repayments contained herein, the then outstanding Obligations owing to the Lender, including all compensation to the date of repayment. The Borrower Credits shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofthereupon be cancelled. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made, modify or deem applicable effective, after the Agreement Date, there shall be any reserveincrease in the cost to any Lender or either Issuing Bank of agreeing to make or of making, special depositfunding or maintaining LIBO Rate Loans or of agreeing to issue or of issuing, compulsory loanmaintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances, insurance charge or similar requirement against assets of, deposits with in any case to or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect Borrower, then such Borrower shall from time to this Agreement or any Advance made time, upon demand by it, or change the basis of taxation of payments to such Lender in respect thereofor Issuing Bank pay to the Administrative Agent, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, account of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be Issuing Bank additional amounts sufficient to increase the cost to compensate such Lender of making or maintaining any Advance (or of maintaining its obligation such Issuing Bank for such increased cost. A certificate as to make any such Advance), or to reduce the amount of any sum received such increased cost and stating that such Lender’s or receivable Issuing Bank’s request for payment is consistent with such Lender’s or Issuing Bank’s internal policies, submitted to such Borrower by such Lender hereunder (whether of principalor such Issuing Bank, interest or any other amount)shall be conclusive and binding for all purposes, then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedabsent manifest error. (b) If any Lender or either Issuing Bank determines that compliance with any Change law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law), which in Law affecting any such case is adopted, issued, made or effective after the Agreement Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or such Issuing Bank or any Lending Office corporation controlling such Lender or such Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend or participate in Letters of Credit or, in the case of an Issuing Bank, 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), in any case to or for the account of any Borrower, then, upon demand by such Lender or such Issuing Bank such Borrower shall pay to the Administrative Agent, for the account of such Lender or such Lender's holding companyIssuing Bank, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to as specified by such Lender or such Issuing Bank, additional amount or amounts as will sufficient to compensate such Lender or its holding company such Issuing Bank in the light of such circumstances, to the extent that such Lender or such Issuing Bank reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend or such Issuing Bank’s commitment to issue or maintain of any Letters of Credit. A certificate as to such amounts and stating that such Lender’s or such Issuing Bank’s request for any payment is consistent with such reduction sufferedLender’s or such Issuing Bank’s internal policies, submitted to such Borrower by such Lender or such Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error. (c) A certificate of a Lender setting forth the amount If, with respect to any LIBO Rate Loans in U.S. Dollars or amounts necessary to compensate such Lender or its holding companyany Offshore Currency, as the case may be, as specified in this Section, including reasonable detail Lenders owed more than fifty percent (50%) of the basis then outstanding aggregate unpaid principal amount thereof notify the Administrative Agent that the LIBO Rate for any Interest Period for such Loans in U.S. Dollars or any Offshore Currency will not adequately reflect the cost to such Lenders of calculation making, funding or maintaining their LIBO Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the affected Borrower and the Lenders, whereupon: (i) if U.S. Dollars are the affected currency, each such LIBO Rate Loan denominated in U.S. Dollars will automatically, on the last day of the amount or amountsthen existing Interest Period therefor, and delivered Convert into a Base Rate Loan; (ii) if an Offshore Currency is the affected currency, the affected Borrower shall, on the last day of the then existing Interest Period, prepay in full such LIBO Rate Loans in the affected currency; and (iii) the obligation of the Lenders to make such LIBO Rate Loans in the Borrower affected currency shall be conclusive absent manifest error. The Borrower suspended, until the Administrative Agent shall pay notify the affected Borrowers that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its LIBOR Lending Office to perform its obligations hereunder to make LIBO Rate Loans in U.S. Dollars or any Offshore Currency or to continue to fund or maintain such LIBO Rate Loans hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent: (i) the obligation of the Lenders to make LIBO Rate Loans in the affected currency shall be suspended; (ii) the affected Borrower shall, on the part earlier of the last day of the then existing Interest Period and such date as may be required by law, prepay in full all Revolving Loans in any such Offshore Currency other than Canadian Dollars; and (iii) each LIBO Rate Loan denominated in U.S. Dollars or Canadian Dollars will automatically, upon such demand, Convert into a Base Rate Loan, until the Administrative Agent shall notify the affected Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist. (e) During the continuance of any Event of Default, and upon the election of the Required Lenders and during the continuance of any Default: (i) each LIBO Rate Loan denominated in U.S. Dollars or Canadian Dollars will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Loan; (ii) the Borrowers will, on the last day of the then-existing Interest Period therefor, prepay each LIBO Rate Loan in an Offshore Currency other than Canadian Dollars; and (iii) the obligation of the Lenders to make LIBO Rate Loans shall be suspended. (f) Each Lender shall notify AGCO of any event occurring after the date of this Agreement entitling such Lender to demand compensation under subsection (a) or (b) of this Section within one hundred eighty (180) days, after such Lender obtains actual knowledge thereof; provided that: (i) if any Lender fails to give such notice within one hundred eighty (180) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section shall not constitute a waiver such subsection (a) or (b) in respect of any costs resulting from such Lender's right event, only be entitled to demand payment under such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section subsection (a) or (b) for any increased costs incurred or reductions suffered more than nine months before from and after the date one hundred eighty (180) days prior to the date that such Lender notifies gives such notice; and (ii) each Lender will designate a different Applicable Lending Office for the Borrower Loans of such Lender affected by such event if such designation will avoid the Change need for, or reduce the amount of, such compensation and will not, in Law giving rise to such increased costs or reductions and the sole opinion of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise be disadvantageous to such increased costs Lender or reductions is retroactive, in which case the nine-month period referred contrary to above shall be extended to include the period of retroactive effect thereofits policies.

Increased Costs, Etc. (a) If any Noteholder or any Person owning, directly or indirectly, any Noteholder (each such Person, an “Affected Party”) incurs or suffers any increased costs as a result of a Regulatory Change relating to the Advances contemplated the Note Funding Agreement or the funding of any Advance, then, upon written demand by such Affected Party in Law shall: (i) imposeaccordance with Section 13.19(d), modify or deem the Issuer shall pay on the next succeeding Payment Date to the applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or Noteholder for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender Affected Party, such additional amount or amounts as will ensure that the net amount actually received by such Affected Party will compensate such Lender Affected Party for such additional costs incurred new or reduction sufferedincreased cost. (b) If Any Noteholder claiming any Lender determines that any Change in Law affecting such Lender additional amounts pursuant to Section 13.18 or any Lending Office Affected Party claiming any additional amounts payable pursuant to Section 13.19(a) agrees to use its reasonable efforts to designate a different office or branch of such Lender Noteholder or such Lender's holding companyAffected Party, as applicable, as its lending office if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital making of such Lender's holding companya designation would avoid the need for, if anyor reduce the amount of, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender any such additional amount or amounts as will compensate such Lender or its holding company for to be paid by the Issuer. The Issuer shall pay all reasonable out-of-pocket costs and expenses incurred by any Noteholder in connection with any such reduction suffereddesignation or assignment. (c) A certificate As soon as practical, and in any event within 90 days after learning of any event occurring after the date hereof which could reasonably be expected to entitle an Affected Party to compensation pursuant to Section 13.19(a), the applicable Noteholder shall notify the Issuer in writing. The Noteholder or Affected Party claiming compensation under such Section shall deliver to the Issuer, no later than the 30th day preceding the Payment Date on which compensation is requested, a Lender notice of the amount of compensation being claimed, accompanied by a statement prepared by such Noteholder or Affected Party, as applicable, with due care and in good faith setting forth the amount or amounts necessary to compensate such Lender or its holding company, as basis and the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof(in reasonable detail). (d) Failure or delay on Notwithstanding anything to the part of contrary set forth herein, any Lender to demand compensation pursuant to amounts payable pay the Issuer under this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change payable solely in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofaccordance with ‎Section 7.05 hereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) impose, modify the introduction of or deem applicable any reserve, special deposit, compulsory loan, insurance charge change in or similar requirement against assets of, deposits with in the interpretation of any law or for the account of, regulation or credit extended or participated in by, any Lender; (ii) subject the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Loans (excluding, for purposes of this Section 2.07, any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified increased costs resulting from (x) Taxes or Other Taxes covered (as to which Section 2.09 shall govern) and (y) changes in the basis or rate of taxation of overall net income or overall gross income by Section 13.9 and the imposition, United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advancepolitical subdivision thereof), or then the Borrower shall from time to reduce the amount of any sum received or receivable time, upon demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Administrative Agent), then upon request pay to the Administrative Agent for the account of such Lender the Borrower will pay to within 10 calendar days after receipt of an invoice from such Lender such additional amount or amounts as will sufficient to compensate such Lender for such additional costs incurred or reduction sufferedincreased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) i. If any Lender determines that compliance with any Change in Law affecting 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 such Lender or any Lending Office corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to make Loans and other commitments of such type (or similar Guaranteed Debts), then, upon demand by such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital corporation (with a copy of such Lender's holding company, if any, as a consequence of this Agreementdemand to the Administrative Agent), the Commitments Borrower shall pay to the Administrative Agent for the account of such Lender or the Advances made by within 10 calendar days after receipt of an invoice from such Lender from such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary sufficient to compensate such Lender or its holding companyin the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to make Loans. A certificate as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If If, due to any Change in Law shall: Law, (i) imposethere shall be any increase in the cost to any Lender of agreeing to make or of making, modify funding or deem applicable any reserve, special deposit, compulsory loan, insurance charge maintaining Eurodollar RateAdjusted Term SOFR Advances or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing there shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce reduction in the amount of any sum received or receivable by such Lender hereunder with respect thereto (whether excluding, for purposes of principalthis Section 2.10, interest any such increased costs or any other amountreduction resulting from Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or Connection Income Taxes (as to which Section 2.12 shall govern), then the Borrower shall from time to time, upon request demand by such Xxxxxx (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such increased cost; provided, however, that a Lender claiming additional costs incurred 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 reduction sufferedto assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if the making of such a designation or assignment would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines in good faith that compliance with any Change in Law affecting law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Office corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender's holding company, if anyfrom time to time as specified by such Lender, regarding additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity requirements has or would have to be allocable to the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding companyXxxxxx’s commitment to lend. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, if any, as a consequence of absent manifest error. Notwithstanding anything to the contrary contained in this Agreement, the Commitments Xxxx‑Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, in each case regardless of such Lender the date enacted, adopted, implemented or issued, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, or the Advances made by such LenderBasel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to a level below that which such Lender Basel Supervision known as Basel III and regardless of the date enacted, adopted, implemented or its holding company could have achieved but for such Change issued, shall be deemed an introduction or change of the type referred to in Law (taking into consideration such Lender's policies Section 2.10(a) and the policies of its holding company with respect to capital adequacythis Section 2.10(b), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate If, with respect to any Eurodollar RateAdjusted Term SOFR Advances, the Required Lenders notify the Administrative Agent that the Eurodollar RateAdjusted Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of a Lender setting forth making, funding or maintaining their Eurodollar RateAdjusted Term SOFR Advances for such Interest Period, the amount or amounts necessary to compensate Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Lender or its holding companyEurodollar RateAdjusted Term SOFR Advance will automatically, as on the case may be, as specified in this Section, including reasonable detail last day of the basis of calculation then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the amount Lenders to make, or amountsto Convert Advances into, and delivered to Eurodollar RateAdjusted Term SOFR Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful, or delay on the part of any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its EurodollarApplicable Lending Office to perform its obligations hereunder to make Eurodollar RateAdjusted Term SOFR Advances or to continue to fund or maintain Eurodollar RateAdjusted Term SOFR Advances hereunder, then, on notice thereof and demand compensation pursuant therefor by such Lender to this Section the Borrower through the Administrative Agent, (i) each Eurodollar RateAdjusted Term SOFR 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 RateAdjusted Term SOFR Advances shall not constitute be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a waiver different EurodollarApplicable Lending Office if the making of such a designation would allow such Lender or its EurodollarApplicable Lending Office to continue to perform its obligations to make Eurodollar RateAdjusted Term SOFR Advances or to continue to fund or maintain Eurodollar RateAdjusted Term SOFR Advances and would not, in the reasonable judgment of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise otherwise disadvantageous to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) Notwithstanding any other provisions herein, if any requirement of law, regulation, order or decree or any change therein or in the interpretation or application thereof shall make it unlawful for the Lenders to make or maintain Loans at a rate based on the LIBOR Rate as contemplated by the Operative Documents, the Commitments of the Lenders hereunder to make Loans at a rate based on the LIBOR Rate shall forthwith be canceled and Loans of the Lenders then outstanding, if any, shall, if and when required by such law, be converted automatically to bear interest at the Alternative Rate. If any Change such conversion of the interest rate applicable to Loans is made on a day which is not the end of a Rent Period, the related Lessee shall pay to the Agent for the account of the Lenders on such conversion date interest at the related LIBOR Rate plus 0.75% per annum on the affected Loans to the date of such automatic conversion and, upon the request of any Lender, shall pay to the Agent for the account of such Lender such other amount or amounts as may be necessary to compensate the Lender for any loss or expense which the Lender deems to be material as determined by the Lender and which has been sustained or incurred by such Lender in Law shallrespect of such Loans as a result of such conversion. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by a Lender to the related Lessee shall be conclusive absent manifest error. As soon as practicable, the Agent or any Lender shall notify the related Lessee of any event of which it has knowledge occurring after the date of this Participation Agreement, which will cause or is likely to cause a conversion of the interest rate applicable to Loans pursuant to this Section ------- 7.5, and the Agent or such Lender shall designate a different funding office or --- take such other action to avoid the need for, or to reduce the amount of compensation related to, such conversion of the interest rate applicable to Loans which would not, in the reasonable opinion of the Agent or such Lender, be otherwise disadvantageous to the Agent or the Lenders. (b) If Regulation D of the Board of Governors of the Federal Reserve System, as the same may be amended or supplemented from time to time, or in the event that at any time or from time to time any change occurring after the date hereof in any requirement of law, regulation, order or decree or in the interpretation or application thereof or compliance by a Lender with any request or directive (whether or not having the force of law) occurring after the date hereof from any central bank or monetary authority or other governmental authority: (i1) impose, modify does or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) shall subject any such Lender to any Tax tax of any kind whatsoever with respect to this Agreement the Operative Documents or any Advance made by itLoan Amount, or change the basis of taxation of payments to such Lender in respect thereofof principal, fees, interest, yield or other amount payable hereunder (except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change changes in the rate, rate of tax on general income and similar taxes on the overall net income of such Operative Documents in any Excluded Tax payable by such Lenderjurisdiction); or (iii2) does or shall impose, modify or hold applicable or change any reserve, special deposit, Federal Deposit Insurance Corporation premium, 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 Lender which are not otherwise included in the determination of the LIBOR Rate under the Operative Documents; (3) does or shall impose on any such Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be is to increase the cost to such Lender of making making, renewing, converting or maintaining any Advance (advances or extensions of maintaining its obligation to make any such Advance), credit as Loans bearing interest at a rate based on the LIBOR Rate or to reduce the any amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request in respect of such Lender Loans, then, in any such case, the Borrower will related Lessee shall promptly pay to such Lender Lender, such additional amount or amounts as which will compensate such the Lender for such additional costs incurred cost or reduction sufferedreduced amount receivable which the Lender deems to be material as determined by the Lender with respect to the Operative Documents or its Loans. (bc) If any Lender determines shall have determined that any Change in Law affecting compliance by such Lender with any applicable law, governmental rule, regulation or order regarding capital adequacy of banks or bank holding companies, or any Lending Office of 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 request or such Lender's holding company, if any, directive regarding capital adequacy (whether or liquidity requirements not having the force of law and whether or not failure to comply therewith would be unlawful) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital as a consequence of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, obligations hereunder to a level below that which such Lender or its holding company could have achieved but for such Change in Law compliance (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy)adequacy immediately before such compliance and assuming that such Lender's capital was fully utilized prior to such compliance) by an amount deemed by such Lender to be material, then from time to time then, upon demand, the Borrower will related Lessee shall immediately pay to such Lender as are so affected such additional amount or amounts as will shall be sufficient to compensate such Lender or its holding company Lenders for any such reduction suffered. (c) reduced return, together with interest on each such amount from four Business Days after the date demanded until payment in full thereof at the rate of interest of 3% per annum over the Alternative Rate. A certificate of a an officer of any such Lender setting forth the amount or amounts necessary to compensate be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The related Lessee may at its option elect to seek a substitute Lender (which may be one or its holding companymore of the Lenders and which shall be reasonably satisfactory to the related Lessee and the Agent) to purchase the portion of the Loans then held by, and to assume the Commitment hereunder of, such Lender. Until such substitution shall be consummated, the related Lessee shall continue to pay to such Lender being replaced any amounts required by this Agreement, including this Section 7.5(c). Upon any such -------------- substitution, the related Lessee (or such substitute Lender, as applicable) shall pay to such Lender being replaced all principal, interest and other amounts accrued or owing to such Lender hereunder through the case may bedate of substitution. No liability or cost pursuant to this Section 7.5(c) shall be -------------- incurred by the related Lessee prior to, or relating to any period before, the date that the related Lessee receives a demand from a Lender under this Section ------- 7.5(c). ------ (d) If a Lender becomes entitled to claim any additional amounts pursuant to this Section 7.5, it shall promptly notify the related Lessee ----------- thereof. A certificate as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to any additional amounts payable pursuant to the Borrower foregoing submitted by a Lender to the related Lessee shall be conclusive absent manifest error. The Borrower shall pay For purposes of the application of this Section 7.5, and in ----------- calculating the amount necessary to compensate such Lender for any imposition of or increase in capital requirements or taxes hereunder, such Lender shall determine the applicability of this provision and calculate the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on payable to it hereunder in a manner consistent with the part of any Lender manner in which it shall apply and calculate similar compensation payable to demand compensation pursuant it by other borrowers having provisions in their credit agreements comparable to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofSection.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any Governmental Rule or (ii) compliance with any guideline or request from any Governmental Person (whether or not having the force of law), modify in any case introduced or deem applicable changed after the date hereof, there is an increase in the cost to any reserveLender of agreeing to make, special depositmaking, compulsory loanfunding or maintaining any Eurodollar Rate Advance, insurance charge or similar requirement against assets ofthen the Borrower will from time to time, deposits upon demand by such Lender (with or a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedincreased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines (i) that compliance with any Change in Law affecting Governmental Rule or any guideline or request from any Governmental Person (whether or not having the force of law) introduced or changed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any Lending Office corporation controlling such Lender and (ii) that the amount of such Lender capital is increased by or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have based upon the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding companycommitment to lend or Advances hereunder and other commitments or loans of a similar type or upon the issuance of or participation in the Letters of Credit or similar contingent obligations, if anythen, as upon demand by such Lender (with a consequence of this Agreement, the Commitments copy of such Lender or demand to the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacyAdministrative Agent), then from time to time the Borrower will pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend or its holding company Advances hereunder or to the issuance of or participation in any Letters of Credit. A certificate as to such amounts, submitted to the Borrower by such Lender, shall be conclusive and binding for any such reduction sufferedall purposes, absent manifest error. (c) A certificate of a If, with respect to any Eurodollar Rate Advance, any Lender setting forth notifies the amount or amounts necessary Administrative Agent that the Eurodollar Rate for any Interest Period for such Advance will not adequately reflect the cost to compensate such Lender of making, funding or its holding companymaintaining such Eurodollar Rate Advance, as then the case may beAdministrative Agent will forthwith so notify the Borrower, as specified in this Sectionwhereupon (i) such Eurodollar Rate Advance shall automatically, including reasonable detail on the last day of the basis of calculation of the amount or amountsthen existing Interest Period therefor, Convert into a Reference Rate Advance, and delivered (ii) the obligation of such Lender to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent notifies the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender has determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay any change in or in the interpretation of any Governmental Rule makes it unlawful, or any Governmental Person asserts 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 affected Eurodollar Rate Advance of such Lender shall automatically, upon such demand, Convert into a Reference 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 notifies the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (e) If, after the date hereof, any change in any Governmental Rule or in the interpretation thereof by any Governmental Person charged with the administration thereof either (i) imposes, modifies or deems applicable any reserve, special-deposit or similar requirement against letters of credit or guaranties issued by, or assets held by, or deposits in or for the account of, the Issuing Bank or any Lender or (ii) imposes on the part Issuing Bank or any Lender any other condition regarding this Agreement, such Lender or any Letter of Credit, and the result of any event referred to in the preceding clause (i) or (ii) is to increase the cost to the Issuing Bank of issuing or maintaining any Letter of Credit or to any Lender of participating therein, then, upon demand by the Issuing Bank or such Lender, as applicable (with a copy of such demand to demand compensation the Administrative Agent), the Borrower will pay to the Administrative Agent for the account of the Issuing Bank or such Lender, as applicable, from time to time as specified by the Issuing Bank or such Lender, as applicable, additional amounts sufficient to compensate the Issuing Bank or such Lender, as applicable, for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by the Issuing Bank or such Lender, as applicable, shall be conclusive and binding for all purposes, absent manifest error. (f) If the Borrower becomes obligated to pay to any Lender (other than Sanwa) any amount pursuant to this Section shall not constitute 2.11 or Section 2.13 or if any Lender requests that its Eurodollar Rate Advances be converted into Reference Rate Advances pursuant to Section 2.11(c), then the Borrower may, so long as no Default has occurred and is continuing, replace such Lender with a waiver Person that is an Eligible Assignee and that complies with the provisions of such Lender's right to demand such compensationSection 8.7; PROVIDED, except HOWEVER, that the Borrower shall not be required make any payment of principal or interest to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies in connection with the Borrower of the Change in Law giving rise to such increased costs or reductions and replacement of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If the adoption of or any Change change in a Requirement of Law shall: (i) impose, modify or deem in the interpretation or application thereof applicable to any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account ofFinancing Party, or credit extended compliance by any Financing Party with any request or participated directive (whether or not having the force of law) from any central bank or other Governmental Authority, in byeach case made subsequent to the Closing Date (or, any Lender; (ii) if later, the date on which such Financing Party becomes a Financing Party): shall subject any Lender such Financing Party to any Tax tax of any kind whatsoever with respect to this Agreement any LIBOR Loans or any Advance made LIBOR Holder Advances made, continued or maintained by itit or its obligation to make, continue or maintain LIBOR Loans or LIBOR Holder Advances, or change the basis of taxation of payments to such Lender Financing Party in respect thereof; or shall impose, except modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for Indemnified Taxes or Other Taxes covered by Section 13.9 the account of, Loans and the impositionHolder Advances, advances or other extensions of credit by, or any change other acquisition of funds by, any office of such Financing Party which is not otherwise included in the rate, determination of the Adjusted LIBOR hereunder; or shall impose on such Financing Party any other condition (excluding any Tax of any Excluded Tax payable by such Lender; or (iiikind) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lenderwhatsoever in connection with the Operative Agreements; and the result of any of the foregoing shall be is to increase the cost to such Lender Financing Party, by an amount which such Financing Party reasonably deems to be material, of making making, continuing or maintaining any Advance (LIBOR Advances or of maintaining its obligation to make any such Advance), LIBOR Holder Advances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Lessee from such Financing Party, through the Lessor or the Agent, in accordance herewith, the Lessee shall pay such Financing Party any additional amounts necessary to compensate such Financing Party for such increased cost or reduced amount of receivable; provided, that, in any sum received such case, the Lessee may elect to convert the LIBOR Loans or receivable LIBOR Holder Advances made by such Lender Financing Party hereunder (whether of principal, interest to Loans or any other amount), then upon request of such Lender Holder Advances based on ABR or the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding companyLIBOR Alternative, if any, regarding capital or liquidity requirements has or would have by giving the effect of reducing Lessor and the rate of return on such LenderAgent at least one (1) Business Day's capital or on the capital notice of such Lender's holding companyelection, in which case the Lessee shall promptly pay to such Financing Party, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 12.6. All payments required by this Section 12.5 shall be made by the Lessee within ten (10) Business Days after demand by the affected Financing Party. The Lessee shall not be obligated to reimburse any Financing Party for any increased cost or reduced return incurred more than one hundred eighty (180) days after the date that such Financing Party receives actual notice of such increased cost or reduced return unless such Financing Party gives notice thereof to the Lessee in accordance with this Section 12.5 during such one hundred eighty (180) day period. If any Financing Party becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Lessee, through the Lessor and Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event, and (z) as to the additional amount demanded by such Financing Party and a consequence reasonably detailed explanation of the calculation thereof (including the method by which such Financing Party allocated such amounts to the Lessee). Such a certificate as to any additional amounts payable pursuant to this clause submitted by such Financing Party, through the Agent and the Lessor, to the Lessee shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and the Holder Advance and all other amounts payable hereunder. Each Financing Party shall use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to this Section 12.5, including, without limitation, a change in the office of such Financing Party at which its obligations related to this Agreement are maintained if such change will avoid the need for or reduce the amount of, such compensation and will not, in the reasonable judgment of such Financing Party, be otherwise disadvantageous to it. If any such claim for compensation shall not be eliminated or waived, the Lessee shall have the right to replace the affected Financing Party with a new financial institution that shall succeed to the rights of such Financing Party under this Participation Agreement; provided, that such Financing Party shall not be replaced hereunder until it has been paid in full such claim and all other amounts owed to it hereunder. Indemnifications Provided by the Lessor in Favor of the Other Indemnified Persons. To the extent the Indemnity Provider is not obligated to indemnify each Indemnified Person with respect to the various matters described in this Section 12, the Lessor shall provide such indemnities (but only to the extent amounts sufficient to pay such indemnity are funded by the Lenders and the Holders) in favor of each Indemnified Person in accordance with this Section 12.6 and shall pay all such amounts owed with respect to this Section 12.6 with amounts advanced by the Lenders and the Holders (a) to the extent, but only to the extent, amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments and (b) unless each Lender and each Holder has declined in writing to fund such amount. Notwithstanding any other provision in any other Operative Agreement to the contrary, all amounts so advanced shall be deemed added to the Property Cost. Whether or not any of the transactions contemplated hereby shall be consummated, the Trust hereby assumes liability for and agrees to defend, indemnify and hold harmless each Indemnified Person on an After Tax Basis from and against any Claims, which may be imposed on, incurred by or asserted against an Indemnified Person by any third party, including without limitation Claims arising from the negligence of an Indemnified Person (but not to the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person itself, as determined by a court of competent jurisdiction, as opposed to gross negligence or willful misconduct imputed to such Indemnified Person or breach of such Indemnified Person's obligations under this Agreement, the Lease or any other Operative Agreement) in any way relating to or arising or alleged to arise out of the execution, delivery, performance or enforcement of this Agreement, the Commitments of such Lender Lease or the Advances made by such Lender, to a level below that which such Lender any other Operative Agreement or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company on or with respect to capital adequacyany Property or any component thereof, including without limitation Claims in any way relating to or arising or alleged to arise out of the matters set forth in Sections 12.1(a) through 12.1(i). The Trust shall pay and assume liability for, then from time and does hereby agree to time indemnify, protect and defend each Property and all Indemnified Persons, and hold them harmless against, all Impositions on an After Tax Basis, and all payments pursuant to the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company Operative Agreements shall be made free and clear of and without deduction for any such reduction suffered. (c) A certificate of a Lender setting forth and all present and future Impositions. Notwithstanding anything to the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified contrary in this Sectionparagraph, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Excluded Taxes shall be conclusive absent manifest error. The Borrower shall pay such Lender excluded from the amount shown as due on any such certificate within 10 days after receipt thereofindemnity provisions afforded by this paragraph. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change Participant reasonably determines that, after the date hereof, any change in, or the adoption, effectiveness, interpretation, reinterpretation or phase-in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with any law or for regulation, directive, guideline, decision or request (whether or not having the account of, or credit extended or participated in by, any Lender; (iiforce of law) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement court, central bank, regulator or any Advance made by it, other Governmental Authority increases or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to would increase the cost to such Lender any Participant (including cost increase through the establishment or increase by the FRB of making or maintaining any Advance (or of maintaining its obligation to make any such Advance)reserve requirements) of, or to reduces or would reduce the amount of any sum received receivable by, such Participant in respect of, making available, continuing or receivable by such Lender hereunder maintaining (whether or of principalits obligation to make available, interest continue or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount maintain) or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has prevents or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, prevent any Participant from being legally entitled to a level below that which such Lender or its holding company could have achieved but for such Change complete exemption from withholding as described in Law (taking into consideration such Lender's policies and the policies of its holding company SECTION 11.3 with respect to capital adequacy)to, then from time to time the Borrower will pay to such Lender such additional amount any Loans or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding companyCertificate Amounts, as the case may be, Lessee agrees to reimburse such Participant for each such increased cost or reduced amount when applicable to such Participant or its parent, as specified applicable (on an After Tax Basis). Such Participant shall promptly notify Lessor and Lessee in this Section, including reasonable detail writing of the basis occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the calculation of the additional amount required fully to compensate such Participant for such increased cost or reduced amount. Such additional amounts shall be payable by Lessee as Supplemental Rent directly to such Participant within five (5) days of its receipt of such notice. A statement of a Participant as to any such additional amount or amountsamounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and delivered binding on Lessee; PROVIDED, HOWEVER, that upon request, Lessee shall be entitled to review and verify non-confidential information of any Participant related to the Borrower determinations set forth in such statement of such Participant and discuss such non-confidential information and determinations with such Participant. In determining such amount, each Participant shall use any method of averaging or attribution that it (in its reasonable discretion) shall deem applicable. (b) Lessee shall pay to each Participant, as long as such Participant shall be required under regulations of the FRB to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional costs on the unpaid principal amount of each such Participant's Loan or the Certificate Amount of such Participant's Certificate, as applicable, equal to the actual costs of such reserves allocated to such Loan by the Participant (as determined by the Participant in good faith, which determination shall be conclusive in the absence of manifest error), which additional costs amount shall be payable on each Payment Date as Supplemental Rent, provided that Lessee shall have received at least 15 days prior written notice of such additional costs from such Participant. If a Participant fails to give notice 15 days prior to the relevant Payment Date, such Supplemental Rent shall be payable 15 days from the Lessee's receipt of such notice. A statement of such Participant as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall be presumed correct and binding on Lessee absent manifest error. The Borrower ; PROVIDED, HOWEVER, that upon request, Lessee shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part be entitled to review and verify non-confidential information of any Lender Participant related to demand compensation pursuant to this Section shall not constitute a waiver the determinations set forth in such statement of such Lender's right to demand Participant and discuss such compensationnon-confidential information and determinations with such Participant. In determining such amount, except that such Participant shall use its standard practice in determining such amount, and, in the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and absence of such Lender's intention to claim compensation thereforstandard practice, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above may use any reasonable method of averaging and attribution that it shall be extended to include the period of retroactive effect thereofdeem applicable.

Increased Costs, Etc. The Borrower agrees to reimburse each Lender for any increase (a) If any Change other than as specifically covered in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lenderprovision of Clause 4 (Increased Costs; and the result of any of the foregoing shall be to increase Taxes; Market Disruptions)) in the cost to such Lender of making making, continuing or maintaining any Advance (or of maintaining its obligation to make make, continue or maintain) its Loans to the Borrower, and for any such Advancereduction (other than as specifically covered in any other provision of Clause 4 (Increased Costs; Taxes; Market Disruptions), or to reduce ) in the amount of any sum received receivable or receivable earned by such Lender hereunder in respect of making, continuing or maintaining any portion of any such Loan (whether including any reduction in such Lender’s (or its controlling Person’s) rate of principal, interest or any other amountreturn on its capital), then upon request in either case from time to time by reason of any Regulatory Change which cannot be avoided by the Lender transferring its Loans and obligations in respect thereof to another branch, Affiliate or international banking facility of such Lender in which it has a presence (provided that the Lender shall not be obligated to take such steps if, in its opinion, such steps would require it (taking into account the expected return of the relevant branch, Affiliate or international banking facility) to achieve less than its expected return under this Agreement or would have an adverse effect upon its assets or financial condition (taking into account the expected return of the relevant branch, Affiliate or international banking facility)). In the event of the incurrence of any such increased cost or reduced amount, such Lender shall promptly notify the Facility Agent and the Borrower will pay to such Lender such thereof stating in reasonable detail the reasons therefor, the additional amount or amounts as will required fully to compensate such Lender for such additional costs incurred increased cost or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office reduced amount and the calculation of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower amount. Such notice shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt prima facie evidence thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 10.8 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) . If any Lender determines that any Change in Law affecting such Lender or any Lending Office lending office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If If, due to any Change in Law shall: Law, there shall be any increase in the cost to any Lender of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (i) imposeexcluding, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in bypurposes of this Section 2.6, any Lender; such increased costs resulting from (iix) subject any Lender Taxes or Other Taxes (as to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change which Section 2.8 shall govern) and (y) changes in the basis of taxation of payments to overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender in respect thereof, except for Indemnified Taxes is organized or Other Taxes covered by Section 13.9 and the imposition, has its Lending Office or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advancepolitical subdivision thereof), or then the Account Parties jointly and severally agree to reduce the amount of any sum received or receivable pay, from time to time, within five (5) days after demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Administrative Agent), then upon request which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost. A certificate as to the amount of such increased cost, submitted to RenRe by such Lender, shall be conclusive and binding for all purposes, absent manifest error; provided, that such Lender shall only be so reimbursed or reduction sufferedcompensated to the extent that such Lender is then generally seeking reimbursement or compensation in respect of credit transactions similar to the transactions contemplated hereby from borrowers similarly situated to RenRe to the extent such Change in Law is applicable thereto. (b) If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Lender's ’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s or such Issuing Bank’s capital or on the capital of such Lender's ’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the L/C Commitments of such Lender or the Advances made participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such LenderIssuing Bank, to a level below that which such Lender or its such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s or such Issuing Bank’s policies and the policies of its such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower Account Parties jointly and severally will pay to such Lender or such Issuing Bank, as the case may be, within ten (10) days after demand by such Lender or such Issuing 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, such additional amount or amounts as will compensate such Lender or its such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. A certificate as to such amounts submitted to RenRe by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) A certificate Each Lender shall promptly notify RenRe and the Administrative Agent of a any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to Section 2.6(a) or (b) above or pursuant to Section 2.8(a) (and, if any Lender setting forth the amount or amounts necessary has given notice of any such event and thereafter such event ceases to compensate exist, such Lender shall promptly so notify RenRe and the Administrative Agent). Without limiting the foregoing, each Lender will use reasonable efforts to designate a different Lending Office if such designation will avoid (or its holding company, as reduce the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered cost to the Borrower shall be conclusive absent manifest error. The Borrower shall pay Account Parties of) any event described in the preceding sentence and such designation will not, in such Lender’s good faith judgment, subject such Lender the amount shown as due on to any unreimbursed cost or expense and would not otherwise be disadvantageous to such certificate within 10 days after receipt thereofLender. (d) Failure Notwithstanding the provisions of Section 2.6(a) or delay on (b) or Section 2.8 (and without limiting Section 2.6(c) above), no Lender shall be entitled to compensation from the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section Account Parties for any increased costs incurred or reductions suffered more than nine months amount arising prior to the date which is 90 days before the date that on which such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and RenRe of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to event or circumstance (except that if such increased costs event or reductions circumstance is retroactive, in which case then the nine90-month day period referred to above shall be extended to include the period of retroactive effect thereof). As used in this Section 2.6 the term “Lender” includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a1) If any Change in Law from time to time shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such the Lender in respect thereofof this Agreement or any Advance, except for Indemnified Taxes or Other Taxes covered by Section 13.9 9.20 and the imposition, or any change in the rate, of any Excluded Tax payable by such that Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances any Advance made by such that Lender; and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such the Lender hereunder under this Agreement (whether of principal, interest or any other amount), then upon request of such the Lender from time to time the Borrower will pay to such that Lender such an additional amount or amounts as that will compensate such the Lender for such the additional costs incurred or reduction suffered. (b2) If any Lender determines in its sole and absolute discretion that any Change in Law affecting such the Lender or any Lending Office lending office of such the Lender or such Lender's its holding companycompany (or other Controlling Person), if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such the Lender's capital or on the capital of such Lender's its holding companycompany (or other Controlling Person), if any, as a consequence of this Agreement, the Commitments of such the Lender or the Advances any Advance made by such the Lender, to a level below that which such the Lender or its holding company (or other Controlling Person) could have achieved but for such that Change in Law (taking into consideration such the Lender's policies and the policies of its holding company (or other Controlling Person) with respect to capital adequacy, each from time to time), then from time to time the Borrower will pay to such that Lender such an additional amount or amounts as that will compensate such Lender or its holding company (or other Controlling Person) for any such the reduction suffered. (c3) A certificate of a Lender setting forth specifying the amount or amounts necessary to compensate such the Lender or its holding companycompany (or other Controlling Person), as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amountsamounts determined based on methods of averaging and attribution in its sole and absolute discretion, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such the Lender the amount shown as due on any such certificate within 10 days after receipt thereofof the certificate. (d4) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such the Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months before the date that such the Lender notifies the Borrower of the Change in Law giving rise to such the increased costs or reductions and of such the Lender's intention to claim compensation thereforcompensation, unless the Change in Law giving rise to such the increased costs or reductions is retroactive, in which case the nine-six month period referred to above shall be extended to include the period of retroactive effect thereofeffect.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's ’s right to demand such compensation, except that the Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender's ’s intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-nine- month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change in, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets in the interpretation of, deposits with any law or for the account of, regulation or credit extended or participated in by, any Lender; (ii) subject the need to comply with any Lender to guideline or request from any Tax central bank or other Governmental Authority (whether or not having the force of any kind whatsoever law) adopted or made after the date of this Agreement (except, with respect to this Agreement both subclauses (i) and (ii), any law, regulation, guideline or request addressed in Section 2.09), there shall be any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change increase in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on cost to any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to Person controlling such Lender of making agreeing to make or making, funding or maintaining any Advance (or of maintaining its obligation Advances, then the Borrower shall from time to make any such Advance)time, or to reduce the amount of any sum received or receivable upon demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Administrative Agent), then upon request pay to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such increased cost; provided, however, that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different 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. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduced amount; provided, however, that notice in respect of any additional amounts payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased costs incurred or reduction sufferedin respect of any period from 90 days after the date on which such Lender becomes actually aware of such increased cost to the date on which such Lender delivers notice of such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that (i) the introduction of or any Change change in, or in Law affecting the interpretation of, any law or regulation or (ii) the need to comply with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any Lending Office Person controlling such Lender and such Lender determines that the amount of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital is increased as a result of such Lender's holding company, if any, as a consequence Advance made hereunder and other commitments of this Agreementtype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Commitments Borrower shall pay to the Administrative Agent for the account of such Lender or the Advances made Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's Advance made hereunder; 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 level below different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increase in capital and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduced amount; provided, however, that notice in respect of any additional amounts payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased capital requirements for any period from 90 days after the date on which such Lender or its holding company could have achieved but for becomes actually aware of such Change in Law (taking into consideration increased capital requirements to the date on which such Lender delivers notice of such increased capital requirements. A certificate as to such amounts submitted to the Borrower by such Lender's policies , shall be conclusive and the policies of its holding company with respect to capital adequacy)binding for all purposes, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferedabsent manifest error. (c) A certificate of a Lender setting forth If, with respect to any Eurodollar Rate Advances, the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail Lenders who are owed at least 20% of the basis then-aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Lenders of calculation making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forth-with so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the amount or amountsthen-existing Interest Period therefor, convert into an Alternate Base Rate Advance and delivered (ii) the obligation of the Lenders to make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to demand compensation pursuant the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will automatically, upon such demand, convert, at the end of the current Interest Period therefor (or sooner if required by law), into an Alternate Base Rate Advance and (ii) the obligation of such Lender to this Section make Eurodollar Rate Advances shall not constitute be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a waiver different Lending Office if the making of such a designation would allow such Lender or its Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise otherwise disadvantageous to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any If, due to either (i) a Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) occurring after the date of this Agreement, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.11, any Tax of any kind whatsoever with respect such increased costs resulting from (x) Taxes or Other Taxes (as to this Agreement or any Advance made by it, or change which Section 2.13 shall govern) and (y) changes in the basis of taxation of payments to overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender in respect thereof, except for Indemnified Taxes is organized or Other Taxes covered by Section 13.9 and the imposition, has its Applicable Lending Office or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advancepolitical subdivision thereof), or then the Borrower shall from time to reduce the amount of any sum received or receivable time, upon demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Exit Loan Agent), then upon request pay to the Exit Loan Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such increased cost; provided, however, that a Lender claiming additional costs incurred 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 reduction sufferedreduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any Change in Law affecting law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) that becomes effective or is made after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Lender or any Lending Office corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of such type, then, upon demand by such Lender or such Lender's holding companycorporation (with a copy of such demand to the Exit Loan Agent), if any, regarding capital or liquidity requirements has or would have the effect of reducing Borrower shall pay to the rate of return on such Lender's capital or on Exit Loan Agent for the capital account of such Lender's holding company, if any, from time to time as a consequence of this Agreement, the Commitments of such Lender or the Advances made specified by such Lender, additional amounts sufficient to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any in the light of such reduction sufferedcircumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be prima-facie evidence thereof, absent manifest error. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof[RESERVED]. (d) Failure For the purposes of this Section 2.11, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines or delay directives promulgated thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part of any Lender to demand compensation United States regulatory authorities, in each case pursuant to this Section Basel III, shall not constitute a waiver of such Lender's right in each case be deemed to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred have been introduced or reductions suffered more than nine months before adopted after the date that such Lender notifies of this Agreement only if actually introduced or adopted after the Borrower date of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofthis Agreement.

Increased Costs, Etc. (a) If any If, due to either (i) a Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) occurring after the date of this Agreement, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.11, any Tax of any kind whatsoever with respect such increased costs resulting from (x) Taxes or Other Taxes (as to this Agreement or any Advance made by it, or change which Section 2.13 shall govern) and (y) changes in the basis of taxation of payments to overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender in respect thereof, except for Indemnified Taxes is organized or Other Taxes covered by Section 13.9 and the imposition, has its Applicable Lending Office or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advancepolitical subdivision thereof), or then the Borrower shall from time to reduce the amount of any sum received or receivable time, upon demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Exit Loan Agent), then upon request pay to the Exit Loan Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such increased cost; provided, however, that a Lender claiming additional costs incurred 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 reduction sufferedreduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any Change in Law affecting law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) that becomes effective or is made after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Lender or any Lending Office corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of such type, then, upon demand by such Lender or such Lender's holding companycorporation (with a copy of such demand to the Administrative Agent), if any, regarding capital or liquidity requirements has or would have the effect of reducing Borrower shall pay to the rate of return on such Lender's capital or on Administrative Agent for the capital account of such Lender's holding company, if any, from time to time as a consequence of this Agreement, the Commitments of such Lender or the Advances made specified by such Lender, additional amounts sufficient to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any in the light of such reduction sufferedcircumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be prima-facie evidence thereof, absent manifest error. (c) A certificate of In the event that any Lender becomes a Defaulting Lender setting forth then (subject to such Lender’s right to rescind such demand or assertion within ten (10) days after the amount or amounts necessary notice from the Borrower referred to compensate below) the Borrower may, upon twenty (20) days’ prior written notice to such Lender and the Administrative Agent, elect to cause such Lender to assign its Advances and Commitments in full to one or its holding companymore Persons; provided that (i) each such Person satisfies the criteria of an Eligible Assignee and is reasonably satisfactory to the Administrative Agent, as the case may be, as specified (ii) such Lender receives payment in this Section, including reasonable detail full in cash of the basis outstanding principal amount of calculation 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 amount or amountsdate of such assignment (including, without limitation, amounts owing pursuant to Sections 2.11, 2.13 and 13.04), and delivered (iii) each such assignee agrees to the Borrower shall be conclusive absent manifest error. The Borrower shall pay accept such assignment and to assume all obligations of such Lender the amount shown as due on any such certificate within 10 days after receipt thereofhereunder in accordance with Section 13.07. (d) Failure For the purposes of this Section 2.11, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines or delay directives promulgated thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part of any Lender to demand compensation United States regulatory authorities, in each case pursuant to this Section Basel III, shall not constitute a waiver of such Lender's right in each case be deemed to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred have been introduced or reductions suffered more than nine months before adopted after the date that such Lender notifies of this Agreement only if actually introduced or adopted after the Borrower date of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofthis Agreement.. (e) [Reserved].

Increased Costs, Etc. The Co-Issuers agree to reimburse each Investor and any Program Support Provider (aeach, an “Affected Person”) If for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Affected Person, including reductions in the rate of return on such Affected Person’s capital, in respect of funding or maintaining (or of its obligation to fund or maintain) any Advances that arise in connection with any Change in Law which shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;Affected Person; or (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market Affected Person any other condition, cost or expense condition affecting this Agreement or SOFR Advances made by such LenderAffected Person or any Letter of Credit or participation therein; except for such Changes in Law with respect to Increased Capital Costs and Class A-1 Taxes which shall be governed by Sections 3.07 and 3.08, respectively (whether or not amounts are payable thereunder in respect thereof). Each such demand shall be provided to the related Funding Agent and the result Co-Issuers in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Affected Person for such increased costs or reduced amount of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make return; provided that any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender demand claiming reimbursement for such additional increased costs incurred or reduction suffered. (b) If any Lender determines that any resulting from a Change in Law affecting described in clause (x) or (y) above shall, in addition, state the basis upon which such Lender or any Lending Office amount has been calculated and certify that such Affected Person’s method of allocating such costs is fair and reasonable and that such Affected Person’s demand for payment of such Lender costs hereunder, and such method of allocation, is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the Co-Issuers and which are subject to similar provisions. Such additional amounts (“Increased Costs”) shall be paid as Series 2022-1 Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, on the Quarterly Payment Date following the Collection Period in which such notice is received, to such Funding Agent pursuant to written direction and by such Funding Agent directly to such Affected Person, and such notice shall, in the absence of manifest error, be conclusive and binding on the Co-Issuers; provided that with respect to any notice given to the Co-Issuers under this Section 3.06 the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is 180 days prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such Lender's holding company, if any, regarding capital increased costs or liquidity requirements has or would have the effect of reducing reductions in the rate of return on such Lender's capital or on the capital of such Lender's holding companyreturn; provided, further, that if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions Increased Costs is retroactive, in which case then the nine-month 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), modify there shall be any increase in the cost to any Lender of agreeing to make or deem applicable any reserveof making, special depositfunding or maintaining Eurodollar Rate Advances, compulsory loanthen the Borrower shall from time to time, insurance charge or similar requirement against assets ofupon demand by such Lender (with a copy of such demand to the Administrative Agent), deposits with or pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, and shall be prima facie evidence of the amount or credit extended amounts set forth therein. (b) [Intentionally Omitted.] (c) If, with respect to any Eurodollar Rate Advances, Lenders owed at least 51% 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 participated in bymaintaining their Eurodollar Rate Advances for such Interest Period, any Lender; 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) subject 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 or effectiveness of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any Tax such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (e) In the event that any kind whatsoever Lender demands payment of costs or additional amounts pursuant to Section 2.10 or Section 2.12 or any obligations under Section 2.10 or Section 2.12 shall accrue in respect of the Loan Parties, or in the event that any Lender asserts, pursuant to Section 2.10(d), that it is unlawful for such Lender to make Eurodollar Rate Advances or becomes a Defaulting Lender then (subject to such Lender’s right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below) or if such Lender is unable to designate a different lending office which would result in Section 2.10(a) no longer being applicable to such Lender, the Borrower may, so long as no Event of Default has occurred and is continuing and so long as such costs or additional amounts are materially more than those charged by other Lenders, upon 20 days’ prior written notice to such Lender and the Administrative Agent, elect to cause such Lender to assign its Advances and Commitments in full to one or more Persons selected by the Borrower so long as (a) each such Person 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 Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Lender as of the date of such assignment (including, without limitation, amounts owing pursuant to Sections 2.10, 2.12, 2.15 and 9.04) and (c) each such Lender assignee agrees to accept such assignment and to assume all obligations of such Lender hereunder in accordance with Section 9.07. Moreover, if any Lender has refused to consent to a proposed change, waiver, discharge or release with respect to this Agreement or any Advance made other Loan Document which has been approved by itthe Required Lenders as provided in Section 9.01, or change the basis Borrower may, so long as no Event of taxation of payments Default has occurred, upon 20 days’ prior written notice to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the impositionAdministrative Agent, elect to cause such Lender to assign its Advances in full to one or any change more Persons selected by the Borrower 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 rate, outstanding principal amount of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or all Advances made by such Lender; it and the result of any of the foregoing shall be to increase the cost all accrued and unpaid interest thereon and all other amounts due and payable to such Lender as of making or maintaining any Advance the date of such assignment (or including, without limitation, amounts owing pursuant to Sections 2.10, 2.12, 2.15 and 9.04) and (c) each such Lender assignee agrees to accept such assignment and to assume all obligations of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedin accordance with Section 9.07. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a1) If any Change in Law shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any the Lender; (iib) subject any the Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such the Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 9.7 and the imposition, or any change in the rate, of any Excluded Tax payable by such the Lender; or (iiic) impose on any the Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such the Lender; and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such the Lender hereunder (whether of principal, interest or any other amount), then upon request of such the Lender the Borrower each Obligor will pay to such the Lender such additional amount or amounts as will compensate such the Lender for such additional costs incurred or reduction suffered. (b2) If any the Lender determines that any Change in Law affecting such the Lender or any Lending Office of such the Lender or such the Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such the Lender's ’s capital or on the capital of such the Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments commitments of such the Lender or the Advances made by such the Lender, to a level below that which such the Lender or its holding company could have achieved but for such Change in Law (taking into consideration such the Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower Obligors will pay to such the Lender such additional amount or amounts as will compensate such the Lender or its holding company for any such reduction suffered. (c3) A certificate of a the Lender setting forth the amount or amounts necessary to compensate such the Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower IMG shall be conclusive absent manifest error. The Borrower Obligors shall pay such the Lender the amount shown as due on any such certificate within 10 days after receipt thereofthereof by IMG. (d4) Failure or delay on the part of any the Lender to demand compensation pursuant to this Section shall not constitute a waiver of such the Lender's ’s right to demand such compensation, except that the Borrower Obligors shall not be required to compensate a the Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such the Lender notifies the Borrower IMG of the Change in Law giving rise to such increased costs or reductions and of such the Lender's ’s intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change changes in Law shall: present or future Applicable Law, including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any a Lender to any Tax tax, levy, impost, duty, charge, fee, deduction or withholding of any kind whatsoever nature with respect to this Agreement or the payment to a Lender of any Advance made by itamounts due to it hereunder, or (ii) materially change the basis of taxation of payments to such a Lender in respect thereof, except for Indemnified Taxes of the principal of or Other Taxes covered by Section 13.9 and the impositioninterest on the Loans or any other amounts payable to a Lender hereunder, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on or increase or render applicable any Lender 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 applicable interbank market liabilities of, or loans by an office of such Lender with respect to the transactions contemplated herein, or (iv) impose on such Lender any other condition, cost condition or expense affecting requirement with respect to this Agreement or Advances made by such Lender; the Loans, and the result of any of the foregoing shall be is (a) to increase the cost to such Lender of making making, funding or maintaining all or any Advance (part of the Loans or of maintaining its obligation to make any such Advance)commitment hereunder, or (b) to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of 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 amount or amounts as will be sufficient to compensate such Lender for such additional costs incurred cost, reduction, payment or reduction sufferedforegone interest or other sum. The foregoing provisions shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among their respective customers. (b) If If, after the date hereof, any Lender determines shall have determined that any Change present or future Applicable Law, including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in Law affecting 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 or with any Lending Office 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 holding companycommitment to make, if anyor to such Lender's maintenance of the Loans, regarding capital or liquidity requirements which has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's then existing policies and the policies of its holding company with respect to capital adequacy)adequacy and assuming full utilization of such Lender's capital) but for such applicability, then from time change, interpretation, administration or compliance, by any amount deemed by such Lender to time be material, such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower will pay accompanied by an opinion of counsel to such Lender with respect to such additional amount or amounts as matters. The cost of the opinion shall be paid by Borrower. Borrower and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender or its holding company for such reduction. If Borrower and such Lender are unable to agree on such adjustment within thirty (30) days of the date on which Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Lender's reasonable determination, evidenced by calculations in reasonable detail furnished to Borrower, compensate such Lender for such reduction, such Lender's determination of such amount to be conclusive and binding upon Borrower, absent manifest error. In determining such amount, such Lender may use any reasonable methods of averaging, allocating or attributing such reduction sufferedamong its customers. (c) A certificate of a Lender setting forth the amount or Any amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered owing to the Borrower Tranche C Lenders under the terms hereof shall be conclusive absent manifest error. The Borrower shall pay such Lender subject to the amount shown as due on any such certificate within 10 days after receipt thereofprovisions of Article 17. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change in or in the interpretation of any law or regulation, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for in each case after the account ofdate of this Agreement, or credit extended or participated in by, any Lender; (ii) subject the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), made or issued after the date of this Agreement, there shall be any increase in the cost to any Lender or Issuing Bank of agreeing to make or of making, funding or maintaining LIBOR Advances or any Tax amount in its Revolving Credit-Linked Deposit Account or of any kind whatsoever with respect maintaining or agreeing to maintain any Letter of Credit (excluding, for purposes of this Section 4.05, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 4.07 shall govern) and (y) changes after the date of this Agreement or any Advance made by it, or change in the basis of taxation of payments overall net income or overall gross income (and franchise taxes imposed in lieu thereof) by the United States or by the foreign jurisdiction or state under the laws of which such Lender or Issuing Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 10 days of demand (accompanied by reasonably detailed documentation thereof) by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or Issuing Bank additional amounts sufficient to compensate such Lender or Issuing Bank for such increased cost; provided, however, that before making any such demand, each Lender or Issuing Bank 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 or Issuing Bank, be otherwise disadvantageous to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be Issuing Bank. A certificate as to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable such increased cost, submitted to the Borrower by such Lender hereunder (whether of principalor Issuing Bank, interest or any other amount)shall be presumptive evidence for all purposes, then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedabsent manifest error. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding companyIf, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy)any LIBOR Advances, Lenders owed at least 51% of the then from time aggregate unpaid principal amount thereof notify the Administrative Agent that LIBOR for any Interest Period for such Advances (after taking into account the provisions of this Section 4.05) will not adequately reflect the cost to time such Lenders of making, funding or maintaining their LIBOR Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, except to the extent the Borrower withdraws such funding notice or conversion notice, whereupon (i) each LIBOR Advance will pay automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, LIBOR Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender Lenders have determined that the circumstances causing such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferedsuspension no longer exist. (c) A certificate Notwithstanding any other provision of a Lender setting forth this Agreement, if the amount introduction of or amounts necessary to compensate such any change in or in the interpretation of any law or regulation issued after the date of this Agreement shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its holding companyEurodollar Lending Office to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, as the case may bethen, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, on notice thereof and delivered demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each LIBOR Advance will automatically, to the extent required by such law, regulation or assertion, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, LIBOR Advances shall be conclusive absent manifest error. The suspended until the Administrative Agent shall notify the Borrower shall pay that such Lender has determined that the amount shown as due on circumstances causing such suspension no longer exist. (d) In the event that any Lender demands payment of costs or additional amounts pursuant to this Section 4.05 or Section 4.07 or asserts, pursuant to Section 4.05(c), that it is unlawful for such certificate Lender to make LIBOR Advances, then (subject to such Lender’s right to rescind such demand or assertion within 10 days after receipt thereofthe notice from the Borrower referred to below) the Borrower may, upon 20 days’ prior written notice to such Lender and the Administrative Agent, elect to cause such Lender to assign its Advances and Revolving Commitment and Revolving Credit-Linked Deposit in full to one or more Persons selected by the Borrower so long as (i) each such Person satisfies the criteria of an Eligible Assignee, (ii) such Lender receives payment in full in cash of the outstanding principal amount of all Advances made by it and the Revolving Credit-Linked Deposit made by it and all accrued and unpaid interest and return and fees thereon and all other amounts due and payable to such Lender as of the date of such assignment (including, without limitation, amounts owing pursuant to Sections 4.05, 4.07 and 11.04) and (iii) each such assignee agrees to accept such assignment and to assume all obligations of such Lender hereunder in accordance with Section 11.07. (de) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 4.05 shall not constitute a waiver of such Lender's Lender or Issuing Bank’s right to demand such compensation, except ; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 4.05 for any increased costs incurred or reductions suffered incurred more than nine six months before prior to the date that such Lender notifies the Borrower of the Change in Law circumstances giving rise to such increased costs or reductions and of such Lender's Lender or Issuing Bank’s intention to claim compensation therefor; provided further that, unless if the Change in Law circumstances giving rise to such increased costs or reductions is retroactive, in which case then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If Each of the Borrowers jointly and severally agrees to reimburse each Lender for any Change increase (other than as specifically covered in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting Section of this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase Article) in the cost to such Lender of making making, converting, continuing or maintaining any Advance (or of maintaining its obligation to make make, convert, continue or maintain) any such Advance)Accommodations, or to reduce and for any reduction (other than as specifically covered in any other Section of this Article) in the amount of any sum received or receivable by such Lender hereunder in respect of making, converting, continuing or maintaining any portion of any such Accommodations in either case, from time to time by reason of any Regulatory Change (whether including with respect to Regulation D of principal, interest the F.R.S. Board or any other amountchange to Statutory Reserves). Upon any Lender determining that it is entitled to be compensated for an increased cost or reduced amount hereunder, then upon request such Lender shall notify the Administrative Agent and the relevant Borrower thereof as promptly as practicable, but in any event, within six months after such Lender obtains actual knowledge thereof; provided that if such Lender fails to give such notice within six months after it obtains actual knowledge of such Lender the Borrower will pay to an event, such Lender shall, with respect to compensation payable pursuant to this Section 9.2 in respect of any increased cost or reduced amount resulting from such event, only be entitled to payment under this Section 9.2 for costs incurred from and after the date six months prior to the date that such Lender does give such notice. Such notice of a Lender hereunder shall state in reasonable detail the reasons therefor and the additional amount or amounts as will required to fully compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduced amount. Such notice shall, in the absence of clear error, be conclusive and binding on such Borrower. A Lender shall claim amounts pursuant hereto only if it is claiming amounts on a comparable basis from comparable borrowers (or, if it does not have comparable borrowers at the time of such claim, only if it would claim amounts on a comparable basis in the event it had comparable borrowers) provided that no Lender shall be required to disclose information regarding comparable borrowers or other evidence in this regard. (b) As soon as practicable following the giving of any notice described in clause (a), the affected Lender, the Administrative Agent and the relevant Borrower shall negotiate for a period not exceeding 30 days with a view to avoiding or minimizing the circumstances described in clause (a). If any Lender determines that any Change in Law affecting no steps mutually agreeable to the affected Lender, the Administrative Agent and such Lender or any Lending Office of Borrower are decided within such Lender or 30 day period, such Borrower may elect to either to prepay the Accommodations Outstanding and interest payable on such affected Lender's holding companyAccommodations Outstanding (subject, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lenderhowever, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacySection 9.3), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 10.8 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) . If any Lender determines that any Change in Law affecting such Lender or any Lending Office lending office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 30 days after receipt thereof. (d) . Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's ’s right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine three months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's ’s intention to claim compensation therefortherefore, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the ninethree-month period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing provisions of this Section 10.9, no Lender shall request any compensation from the Borrower (i) if similar compensation is not being claimed as a general practice from customers of such Lender contractually obligated to pay such similar compensation or (ii) if the Change in Law giving rise to the increased cost is not of general application to similarly regulated financial institutions.

Increased Costs, Etc. (a1) If any Change in Law from time to time shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such the Lender in respect thereofof this Agreement or any Advance, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and 9.16and the imposition, or any change in the rate, of any Excluded Tax payable by such that Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances any Advance made by such that Lender; and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such the Lender hereunder under this Agreement (whether of principal, interest or any other amount), then upon request of such the Lender from time to time the Borrower will pay to such that Lender such an additional amount or amounts as that will compensate such the Lender for such the additional costs incurred or reduction suffered. (b2) If any Lender determines in its sole and absolute discretion that any Change in Law affecting such the Lender or any Lending Office lending office of such the Lender or such Lender's its holding companycompany (or other Controlling Person), if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such the Lender's capital or on the capital of such Lender's its holding companycompany (or other Controlling Person), if any, as a consequence of this Agreement, the Commitments of such the Lender or the Advances any Advance made by such the Lender, to a level below that which such the Lender or its holding company (or other Controlling Person) could have achieved but for such that Change in Law (taking into consideration such the Lender's policies and the policies of its holding company (or other Controlling Person) with respect to capital adequacy, each from time to time), then from time to time the Borrower will pay to such that Lender such an additional amount or amounts as that will compensate such that Lender or its holding company (or other Controlling Person) for any such the reduction suffered. (c3) A certificate of a Lender setting forth specifying the amount or amounts necessary to compensate such the Lender or its holding companycompany (or other Controlling Person), as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amountsamounts determined based on methods of averaging and attribution in its sole and absolute discretion, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such the Lender the amount shown as due on any such certificate within 10 ten (10) days after receipt thereofof the certificate. (d4) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such the Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such the Lender notifies the Borrower of the Change in Law giving rise to such the increased costs or reductions and of such the Lender's intention to claim compensation thereforcompensation, unless the Change in Law giving rise to such the increased costs or reductions is retroactive, in which case the nine-nine month period referred to above shall be extended to include the period of retroactive effect thereofeffect.

Increased Costs, Etc. (a) If the introduction of or any Change change in Law shall: any law, guideline or regulation or in the interpretation or administration of any law, guideline or regulation by any court or administrative or governmental authority (iincluding any central bank) imposecharged with the interpretation or administration thereof from and after the date hereof, modify (x) subjects the Lender or deem corporation controlling the Lender to any tax of any kind whatsoever with respect to any LIBOR Rate Advance, or changes the basis of taxation of payments to the Lender or corporation of principal, commissions, fees, interest or any other amount payable hereunder relating to LIBOR Rate Advances (except for (A) taxes on or measured by the overall net income of the Lender or branch, office or agency through which the Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies or holds applicable any reserve, special deposit, compulsory loan, insurance charge loan or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or credit extended or participated in loans by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, other credit or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the impositioncommitment therefor extended by, or any change other acquisition of funds by the Lender which are not otherwise included in any determination of the rate, of any Excluded Tax LIBOR Rate payable by such Lenderhereunder; or or (iiiz) impose imposes on any the Lender or any applicable interbank market corporation controlling the Lender any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the as a result of any of the foregoing there shall be to any increase in the cost to such any Lender or corporation controlling the Lender of making agreeing to make or making, funding or maintaining any Advance (or of maintaining its obligation LIBOR Rate Advances by an amount deemed by the Lender to make any be material, then the Borrower shall from time to time, upon demand by the Lender, pay to the Lender additional amounts sufficient to compensate the Lender for such Advance), or increased cost. The Lender shall submit to reduce the Borrower a certificate as to the rationale for and the amount of any sum received and method of calculating such increased cost, which certificate shall be conclusive and binding for all purposes, absent manifest error or receivable by such Lender hereunder (whether of principala mistake in interpreting the law, interest guideline or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedregulation. (b) If any Lender determines that any Change in Law affecting such Lender the introduction of or any Lending Office change in any law, guideline or regulation or in the interpretation of such Lender any law, guideline or such Lender's holding company, if any, regarding capital regulation by any court or liquidity requirements administrative or governmental authority (including any central bank) charged with the interpretation or administration thereof from and after the date hereof has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, the Lender or any corporation controlling the Lender as a consequence of this Agreement, its making or funding or maintaining LIBOR Rate Advances below the Commitments of such rate which the Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company controlling corporation could have achieved but for such Change in Law compliance (taking into consideration such Lender's policies and account the policies of its holding company the Lender or controlling corporation with respect regard to capital adequacy)capital) by an amount deemed by the Lender to be material, then the Borrower shall from time to time time, upon demand by the Lender, pay to the Lender additional amounts sufficient to compensate the Lender or other corporation for such reduction. The Lender shall submit to the Borrower will pay a certificate as to such Lender the rationale for and the amount of and method of calculating such additional amount amounts, which certificate shall be conclusive and binding for all purposes, absent manifest error or a mistake in interpreting the law, guideline or regulation. The Lender agrees to notify the Borrower of any circumstances that would cause the Borrower to pay additional amounts as will compensate pursuant to this Section 2.07, provided that the failure to give such Lender or its holding company for any notice shall not affect the Borrower's obligation to pay such reduction sufferedadditional amounts hereunder. (c) A certificate Notwithstanding any other provision of a this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for the Lender setting forth to perform its obligations hereunder to make LIBOR Rate Advances or to continue to fund or maintain LIBOR Rate Advances hereunder, then, on notice thereof and demand therefor by the amount or amounts necessary Lender to compensate such Lender or its holding companythe Borrower, as (i) each LIBOR Rate Advance will automatically, at the case may be, as specified in this Section, including reasonable detail end of the basis of calculation Interest Period for each such Advance, Convert into a Base Rate Advance and (ii) the obligation of the amount Lender to make or amounts, and delivered to Convert Advances into LIBOR Rate Advances shall be suspended until the Lender shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before has determined that the date that circumstances causing such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofsuspension no longer exist.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender Recipient to any Tax Taxes (excluding, for purposes of this Section 2.10, any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for increased costs resulting from (A) Indemnified Taxes or Other Taxes covered (as to which Section 2.12 shall govern), (B) Excluded Taxes, (C) any Taxes required to be withheld as a result of a direction or notice under section 260-5 of the Australian Tax Act or section 255 of the Australian Tax Act, (D) any Tax imposed pursuant to FATCA or (E) the willful breach by Section 13.9 and the imposition, relevant Lender or any change in the rate, of its Affiliates of any Excluded Tax payable by such Lenderlaw or regulation or the terms of any Loan Document); or (iii) impose on any Lender or any applicable the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances Advance made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount)) then, then upon request of such Lender Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, Lender to a level below that which such Lender or its such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section, including reasonable detail of the basis of calculation of the amount or amounts, Section 2.10 and delivered to the Borrower shall be conclusive absent fraud or manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall:If, due to either (i) imposethe introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) made, modify or deem applicable effective, after the date hereof, there shall be any reserveincrease in the cost to any Lender or either Issuing Bank of agreeing to make or of making, special depositfunding or maintaining Eurocurrency Rate Advances or of agreeing to accept Bankers' Acceptances or of agreeing to issue or of issuing, compulsory loanmaintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances, insurance charge or similar requirement against assets of, deposits with in any case to or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect Borrower, 59 54 then such Borrower shall from time to this Agreement or any Advance made time, upon demand by it, or change the basis of taxation of payments to such Lender in respect thereofor Issuing Bank (with a copy of such demand to the Administrative Agent and, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by if such Lender; or (iii) impose on any Lender is a Canadian Subsidiary Lender or any applicable interbank market any other conditionsuch Issuing Bank is the Canadian Issuing Bank, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of Canadian Administrative Agent), pay to the foregoing shall be to increase the cost to Administrative Agent, if such Lender is a Multi-Currency Lender, and otherwise to the Canadian Administrative Agent for the account of making such Lender or maintaining any Advance (such Issuing Bank additional amounts sufficient to compensate such Lender or of maintaining its obligation such Issuing Bank for such increased cost. A certificate as to make any such Advance), or to reduce the amount of any sum received such increased cost and stating that such Lender's or receivable Issuing Bank's request for payment is consistent with such Lender's or Issuing Bank's internal policies, submitted to such Borrower by such Lender hereunder (whether of principalor such Issuing Bank, interest or any other amount)shall be conclusive and binding for all purposes, then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedabsent manifest error. (b) If any Lender or either Issuing Bank determines that compliance with any Change law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law), which in Law affecting any such case is adopted, issued, made or effective after the date hereof, affects or would affect the amount of capital required or expected to be maintained by such Lender or such Issuing Bank or any Lending Office corporation controlling such Lender or such Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend or participate in Letters of Credit or, in the case of an Issuing Bank, 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), in any case to or for the account of any Borrower, then, upon demand by such Lender or such Issuing Bank (with a copy of such demand to the Administrative Agent and, if such Lender is a Canadian Subsidiary Lender or such Issuing Bank is the Canadian Issuing Bank, the Canadian Administrative Agent), such Borrower shall pay to the Administrative Agent, if such Lender is a Multi-Currency Lender or such Issuing Bank is the Multi-Currency Issuing Bank, and otherwise to the Canadian Administrative Agent for the account of such Lender or such Lender's holding companyIssuing Bank, if anyfrom time to time as specified by such Lender or such Issuing Bank, regarding additional amounts sufficient to compensate such Lender or such Issuing Bank in the light of such circumstances, to the extent that such Lender or such Issuing Bank reasonably determines such increase in capital or liquidity requirements has or would have to be allocable to the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding companycommitment to lend or such Issuing Bank's commitment to issue or maintain of any Letters of Credit. A certificate as to such amounts and stating that such Lender's or such Issuing Bank's request for payment is consistent with such Lender's or such Issuing Bank's internal policies, if any, as a consequence of this Agreement, the Commitments of submitted to such Borrower by such Lender or the Advances made by such LenderIssuing Bank, to a level below that which such Lender or its holding company could have achieved but shall be conclusive and binding for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy)all purposes, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferedabsent manifest error. (c) A certificate If, with respect to any Eurocurrency Rate Advances in U.S. dollars or any Alternate Currency, Appropriate Lenders owed more than 50% of a Lender setting forth the then-outstanding aggregate unpaid principal amount thereof notify the Administrative Agent, in the case of Multi-Currency Advances and otherwise the Canadian Administrative Agent that the Eurocurrency Rate for any Interest Period for such Advances in U.S. dollars or amounts necessary any Alternate Currency will not adequately reflect the cost to compensate such Lender Lenders of making, funding or its holding company60 55 maintaining their Eurocurrency Rate Advances for such Interest Period, the Administrative Agent or Canadian Administrative Agent, as applicable, shall forthwith so notify the case may beaffected Borrower and the Appropriate Lenders, whereupon (i) if U.S. dollars are the affected currency, each such Eurocurrency Rate Advance denominated in U.S. dollars will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance; (ii) if an Alternate Currency is the affected currency, the affected Borrower shall, on the last day of the then-existing Interest Period, prepay in full such Eurocurrency Advances in the affected currency; and (iii) the obligation of the Appropriate Lenders to make such Eurocurrency Rate Advances in the affected currency shall be suspended, until the Administrative Agent or Canadian Administrative Agent, as specified in this Sectionapplicable, including reasonable detail of shall notify the basis of calculation of affected Borrowers that such Lenders have determined that the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay circumstances causing such Lender the amount shown as due on any such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay 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 Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in U.S. dollars or any Alternate Currency or to continue to fund or maintain such Eurocurrency Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, if such Lender is a Multi-Currency Lender, and otherwise through the Canadian Administrative Agent, (i) the obligation of the Appropriate Lenders to make Eurocurrency Advances in the affected currency shall be suspended, (ii) the affected Borrower shall, on the part earlier of the last day of the then-existing Interest Period and such date as may be required by law, prepay in full all Multi-Currency Advances in any such Alternate Currency other than Canadian Dollars and (iii) each Eurocurrency Rate Advance denominated in U.S. dollars or Canadian Dollars will automatically, upon such demand, Convert into a Base Rate Advance, 61 56 until the Administrative Agent or the Canadian Administrative Agent, as applicable, shall notify the affected Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist. (e) During the continuance of any Event of Default, and upon the election of the Required Lenders and during the continuance of any Default, (i) each Eurocurrency Rate Advance denominated in U.S. dollars or Canadian Dollars will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance and each outstanding Bankers' Acceptance will automatically, on the last day of the then-existing Contract Period therefor, Convert into a Base Rate Advance; (ii) the Borrowers will, on the last day of the then-existing Interest Period therefor, prepay each Eurocurrency Rate Advance in an Alternate Currency other than Canadian Dollars; and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances and accept Bankers' Acceptances shall be suspended. (f) If on any date either S&P or Moodx'x xxxll cease to rate the senior, unsecured, long-term debt of AGCO, unless the Supermajority Lenders consent otherwise, (i) each Eurocurrency Rate Advance denominated in U.S. dollars or Canadian Dollars will automatically, on the seventh Business Day after such date, Convert into a Base Rate Advance and each outstanding Bankers' Acceptance will automatically, on the later of the seventh Business Day after such date and the last day of the then-existing Contract Period therefor, Convert into a Base Rate Advance; (ii) the Borrowers will, on the seventh Business Day after such date, prepay each Eurocurrency Rate Advance in an Alternate Currency other than Canadian Dollars; and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances and accept Bankers' Acceptances shall be suspended until such time as S&P and Moodx'x xxxh shall again rate such debt. (g) Each Lender shall notify AGCO of any event occurring after the date of this Agreement entitling such Lender to demand compensation under subsection (a) or (b) of this Section 2.09 within 180 days, after such Lender obtains actual knowledge thereof; provided that 62 57 (i) if any Lender fails to give such notice within 180 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section shall not constitute a waiver such subsection (a) or (b) in respect of any costs resulting from such Lender's right event, only be entitled to demand payment under such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section subsection (a) or (b) for any increased costs incurred or reductions suffered more than nine months before from and after the date 180 days prior to the date that such Lender notifies gives such notice, and (ii) each Lender will designate a different Applicable Lending Office for the Borrower Advances of such Lender affected by such event if such designation will avoid the Change need for, or reduce the amount of, such compensation and will not, in Law giving rise to such increased costs or reductions and the sole opinion of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise be disadvantageous to such increased costs Lender or reductions is retroactive, in which case the nine-month period referred contrary to above shall be extended to include the period of retroactive effect thereofits policies.

Increased Costs, Etc. (a) If If, after the date hereof, the adoption of any Change applicable Requirement of Law, or any change in Law shallany applicable Requirement of Law, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency: (i) subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Advances, any of its Notes, or its obligation to make any Eurodollar Rate Advances, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Advances (other than, for purposes of this Section 2.10, any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.13 shall govern), and (B) changes in the basis of taxation of overall net income or overall gross income by the United States of America or the jurisdiction under the laws of which such Lender Party has its principal office or such Applicable Lending Office); (ii) shall impose, modify modify, or deem applicable any reserve, special deposit, compulsory loanassessment, insurance charge or similar requirement against (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof(or its Applicable Lending Office), except for Indemnified Taxes or Other Taxes covered by Section 13.9 and including the imposition, or any change in the rate, Commitments of any Excluded Tax payable by such LenderLender hereunder; or (iii) shall impose on any such Lender (or any applicable its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting this Agreement or Advances made by its Note or any of such Lenderextensions of credit or liabilities or commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or its Applicable Lending Office) of making making, Converting into or maintaining any Advance (or of maintaining its obligation to make any such Advance), Eurodollar Rate Advances or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Rate Advances, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.10(a) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it (other than by reason of administrative convenience or preference). Any Lender claiming compensation under this Section 2.10(a) shall furnish to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder (whether including the method of principalcalculation), interest which shall be conclusive and binding, absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender requests compensation by the Borrower under this Section 2.10(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Convert Eurodollar Rate Advances, or to Convert Base Rate Advances into Eurodollar Rate Advances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 2.10(e) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If, after the date hereof, any Lender shall have determined that the adoption of any applicable Requirement of Law regarding capital adequacy or any other amountchange 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 any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon request of such Lender demand the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If reduction. Each Lender shall promptly notify the Borrower and the Administrative Agent of any Lender determines that any Change in Law affecting event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or any to compensation pursuant to this Section 2.10(b) and will designate a different Applicable Lending Office of if such Lender designation will avoid the need for, or reduce the amount of, such Lender's holding companycompensation and will not, if any, regarding capital or liquidity requirements has or would have in the effect of reducing the rate of return on such Lender's capital or on the capital judgment of such Lender's holding company, if any, as a consequence of be otherwise disadvantageous to it. Any Lender claiming compensation under this Agreement, Section 2.10(b) shall furnish to the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies Borrower and the policies of its holding company with respect to capital adequacy), then from time to time Administrative Agent a statement setting forth the Borrower will pay to such Lender such additional amount or amounts as will compensate to be paid to it hereunder (including the method of calculation), which shall be conclusive and binding, absent manifest error. In determining such amount, such Lender or its holding company for may use any such reduction sufferedreasonable averaging and attribution methods. (c) A certificate If, on or prior to the first day of a Lender setting forth any Interest Period for any Eurodollar Rate Advance, the amount or amounts necessary Required Lenders at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to compensate the Appropriate Lenders of funding their Eurodollar Rate Advances for such Lender or its holding companyInterest Period, as the case may beAdministrative Agent shall promptly so notify the Borrower and the Appropriate Lenders, as specified in this Sectionwhereupon (i) each such Eurodollar Rate Advance will automatically, including reasonable detail on the last day of the basis of calculation then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the amount Appropriate Lenders to make, or amountsto Convert Advances into, and delivered to Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay (promptly following notice from the Appropriate Lenders) that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or delay on its Applicable Lending Office to make, maintain, or fund Eurodollar Rate Advances hereunder, then such Lender shall promptly notify the part Borrower thereof and such Lender's obligation to make Eurodollar Rate Advances and to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended until such time as such Lender may again make, maintain and fund Eurodollar Rate Advances (in which case the provisions of Section 2.10(e) shall be applicable). (e) If the obligation of any Lender to demand compensation make a Eurodollar Rate Advance or to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended pursuant to any other provision of this Section shall not constitute a waiver of 2.10, such Lender's right suspended Eurodollar Rate Advances shall be automatically Converted into Base Rate Advances on the last day(s) of the then current Interest Period(s) therefor (or, in the case of a Conversion required by Section 2.10(d), on such earlier date as such Lender may specify to demand the Borrower with a copy to the Administrative Agent) and, unless and until such compensation, except Lender gives notice as provided below that the Borrower shall not be required to compensate a Lender pursuant to circumstances specified in such other provision of this Section for any increased costs incurred or reductions suffered more than nine months before the date 2.10 that such Lender notifies the Borrower of the Change in Law giving gave rise to such increased costs or reductions and of Conversion no longer exist: (i) to the extent that such Lender's intention suspended Eurodollar Rate Advances have been so Converted, all payments and prepayments of principal that would otherwise be applied to claim compensation such Lender's suspended Eurodollar Rate Advances shall be applied instead to its Base Rate Advances; and (ii) all Eurodollar Rate Advances that would otherwise be made or Converted by such Lender shall be made instead as (or shall remain as) Base Rate Advances. If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances otherwise specified in this Section 2.10 that gave rise to the suspension of the making of Eurodollar Rate Advances by such Lender no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Advances by other Lenders with Commitments under the same Facility are outstanding, such Lender's Base Rate Advances shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) therefor, unless to the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofextent necessary into Eurodollar Rate Advances.

Increased Costs, Etc. (a1) If any Change in Law from time to time shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by for which compensation has been or will be made pursuant to Section 13.9 9.20 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances any Advance made by such that Lender; and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such the Lender hereunder under this Agreement (whether of principal, interest or any other amount), then upon request of such the Lender from time to time the Borrower Borrowers will pay to such that Lender such an additional amount or amounts as that will compensate such the Lender for such the additional costs incurred or reduction suffered. (b2) If any Lender determines in its sole and absolute discretion that any Change in Law affecting such the Lender or any Lending Office lending office of such the Lender or such Lender's its holding companycompany (or other Controlling Person), if any, regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such the Lender's ’s capital or on the capital of such Lender's its holding companycompany (or other Controlling Person), if any, as a consequence of this Agreement, the Commitments of such the Lender or the Advances any Advance made by such the Lender, to a level below that which such the Lender or its holding company (or other Controlling Person) could have achieved but for such that Change in Law (taking into consideration such the Lender's ’s policies and the policies of its holding company (or other Controlling Person) with respect to capital adequacyadequacy and liquidity requirements, each from time to time), then from time to time the Borrower Borrowers will pay to such that Lender such an additional amount or amounts as that will compensate such Lender or its holding company (or other Controlling Person) for any such the reduction suffered. (c3) A certificate of a Lender setting forth specifying the amount or amounts necessary to compensate such the Lender or its holding companycompany (or other Controlling Person), determined based on methods of averaging and attribution in its sole and absolute discretion, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amountsamounts determined based on methods of averaging and attribution in its sole and absolute discretion, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such the Lender the amount shown as due on any such certificate within 10 days after receipt thereofof the certificate. (d4) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such the Lender's ’s right to demand such compensation, except that the Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such the Lender notifies the Borrower Borrowers of the Change in Law giving rise to such the increased costs or reductions and of such the Lender's ’s intention to claim compensation thereforcompensation, unless the Change in Law giving rise to such the increased costs or reductions is retroactive, in which case the nine-nine month period referred to above shall be extended to include the period of retroactive effect thereofeffect.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 13.8 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office lending office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's ’s right to demand such compensation, except that the Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender's ’s intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change (other than any change by way of imposition or increase of reserve requirements, modify in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage) in or deem applicable in the interpretation of any reservelaw or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), special depositthere shall be any increase in the costs to any Lender of agreeing to make or making, compulsory loanfunding or maintaining Eurocurrency Rate Advances, insurance charge or similar requirement against assets ofthen the Borrower shall from time to time, deposits upon demand by such Lender (with or a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional increased costs incurred or reduction sufferedfor a period beginning not more than 90 days prior to such demand. A certificate as to the amount of such increased cost submitted to the Borrower and the Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the increased costs, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any Change in Law affecting law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Office of corporation controlling such Lender or which decreases such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of ’s return on such Lender's its capital or on (after taking into account any changes in the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (Eurocurrency Rate and Eurocurrency Rate Reserve Percentage and taking into consideration such Lender's ’s policies and the policies of its such Lender’s holding company with respect to capital adequacyadequacy and liquidity) and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), then the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time the Borrower will pay to as specified by such Lender such Lender, additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary sufficient to compensate such Lender or its holding companysuch c orporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend hereunder, such compensation to cover a period beginning not more than 90 days prior to such demand. A certificate as to such amounts submitted to the case may beBorrower and the Administrative Agent by such Lender, as specified setting forth in this Section, including reasonable detail of the basis of calculation of the amount or amountsrequired to be paid hereunder, and delivered to the Borrower shall be conclusive and binding for all purposes, absent manifest error. The Borrower ; provided, that a Lender shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender not be entitled to demand submit a claim for compensation pursuant to this Section shall not constitute a waiver clause (b) unless the making of such Lender's right claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to demand make such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofclaims.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax introduction of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in or in the rate, interpretation of any Excluded Tax payable by such Lender; or law or regulation or (iiiii) impose on the compliance with any Lender guideline or request from any applicable interbank market any central bank or other conditiongovernmental authority (whether or not having the force of law), cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing there shall be to any increase in the cost to such Lender Bank of making agreeing to make or of making, funding or maintaining any Advance (or of maintaining its obligation the Facility subject to make any the LIBOR Pricing Option, then from time to time, upon written demand by Bank, Borrower shall pay to Bank additional amounts sufficient to compensate Bank for such Advance), or increased cost if similar costs are actually charged by Bank to reduce all other borrowers similarly situated. A certificate as to the amount of any sum received or receivable such increased cost submitted to Borrower by such Lender hereunder (whether of principalBank shall be conclusive and binding for all purposes, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedabsent manifest error. (b) If compliance with any Lender determines that any Change in Law affecting such Lender law or regulation or any Lending Office 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 Bank or any corporation controlling Bank and that the amount of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have is increased by the effect of reducing the rate of return on such Lender's capital or on the capital existence of such LenderBank's holding company, if any, as a consequence of this Agreement, the Commitments commitment to lend hereunder and other commitments of such Lender type or by the Advances made by such Lender, to a level below that which such Lender existence of outstanding Revolving Loans (or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacysimilar obligations), then then, upon written demand by Bank, Borrower shall pay to Bank, from time to time as specified by Bank, additional amounts sufficient to compensate Bank in the Borrower will pay light of such circumstances, to the extent that Bank reasonably determines such increase in capital to be allocable to the existence of Bank's Revolving Loans or commitment to lend hereunder and if similar costs are actually charged by Bank to all other borrowers similarly situated. A certificate as to such Lender such additional amount or amounts as will compensate such Lender or its holding company submitted to Borrower by Bank shall be conclusive and binding for any such reduction sufferedall purposes, absent manifest error. (c) A certificate If, with respect to any LIBOR Pricing Option the LIBOR Rate for any LIBOR Interest Period will not adequately reflect the cost to Bank of a Lender setting forth making the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered Revolving Loans subject to the relevant LIBOR Pricing Option for such LIBOR Interest Period, Bank shall forthwith so notify Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lenderin writing, whereupon Borrower's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for elect any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above LIBOR Pricing Option shall be extended to include suspended until the period of retroactive effect thereofcircumstances causing such suspension no longer exist.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax introduction of any kind whatsoever with respect to this Agreement or any Advance made by it, change in or change in the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the impositioninterpretation of, or any change in its application to a Lender of any law or any regulation or guideline from any central bank or other Governmental Authority (whether or not having the rateforce of law), including but not limited to any reserve or special deposit requirement or any Tax (other than tax on a Lender's general income or capital) or any capital requirement arising after the date hereof (collectively, "Regulatory Changes"), has the effect, directly or indirectly, of any Excluded Tax payable by such Lender; or (iiii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase increasing the cost to such Lender the Lenders or any of making or maintaining them of performing their obligations hereunder; (ii) reducing any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender the Lenders or any of them hereunder or their effective return hereunder or on their capital; or (iii) causing the Lenders, or any of them, to make any payment or to forego any return based on any amount received or receivable by the Lenders, or any of them, hereunder (whether of principaleach, interest or any other amountan "affected Lender"), then upon request of demand from time to time by any affected Lender, the Borrowers shall pay such Lender the Borrower will pay to such Lender such additional amount or amounts as will shall compensate each such Lender for any such additional costs incurred cost, reduction, payment or reduction sufferedforegone return (collectively, "Increased Costs"). Following any demand, each of the Borrowers shall compensate the affected Lender for all such Increased Costs, provided however, that the Borrowers shall not be liable for such Increased Costs to the extent arising prior to 60 days preceding such demand unless the cause of such demand became known to the affected Lender within 60 days of such demand and includes retroactive changes or effects beyond the date 60 days prior to such demand. In the event that the Borrowers (or either of them) choose to repay or cause to be repaid all amounts owing hereunder, any prepayment penalty which would otherwise be applicable hereunder shall be paid by the Borrowers together with all other amounts due hereunder. The affected Lender shall provide to the Agent and the Agent shall provide to the applicable Borrower a certificate in respect of the foregoing which incorporates reasonable supporting evidence and any such certificate will be prima facie evidence except for manifest error, provided that the Lenders determine the amounts owing to them in good faith using any reasonable averaging and attribution methods. (b) If After the date hereof, if any Lender determines shall have determined that (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law affecting any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Branch of Account) or any Person controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any Lending Office of Person controlling such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law and (taking into consideration such Lender's or such Person's policies and the policies of its holding company with respect to capital adequacy)adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of any of its commitments, then Advances, Credit or obligations under this Agreement, then, upon demand of such Lender (an "affected Lender") to the Borrowers through the Agent, the Borrowers shall pay to such Lender, from time to time the Borrower will pay to as specified by such Lender such Lender, additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary sufficient to compensate such affected Lender for such increase. For the purposes of this paragraph, "Capital Adequacy Regulation" means any guideline, request or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part directive of any Lender to demand compensation pursuant to this Section shall central bank or other Governmental Authority, or any other law, rule or regulation, whether or not constitute a waiver having the force of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactivelaw, in which each case the nine-month period referred to above shall be extended to include the period regarding capital adequacy of retroactive effect thereofany bank or of any Person controlling a bank.

Increased Costs, Etc. (a) If The Borrower agrees to reimburse each Lender for any Change increase (other than as specifically covered in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting Section of this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase Article) in the cost to such Lender of making making, continuing or maintaining any Advance (or of maintaining its obligation to make make, continue or maintain) any such Advance)Loans, or to reduce and for any reduction (other than as specifically covered in any other Section of this Article) in the amount of any sum received or receivable by such Lender hereunder in respect of making, continuing or maintaining any portion of any such Loans in either case, from time to time by reason of any Regulatory Change (whether including, solely with respect to any Lender that is a bank or commercial financial institution, with respect to Regulation D of principal, interest or any other amountthe F.R.S. Board but excluding the Additional Costs Rate (if relevant)), then upon request of then, in any such event, such Lender shall promptly notify the Administrative Agent and the Borrower will pay to such Lender such thereof stating in reasonable detail the reasons therefor and the additional amount or amounts as will required fully to compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduced amount. Such notice shall, in the absence of demonstrated error, be conclusive and binding on the Borrower. (b) As soon as practicable following the giving of any notice described in CLAUSE (a), the affected Lender, the Administrative Agent and the Borrower shall negotiate for a period not exceeding 30 days with a view to avoiding or minimizing the circumstances described in CLAUSE (a). If any Lender determines that any Change in Law affecting no steps mutually agreeable to the affected Lender, the Administrative Agent and the Borrower are decided within such Lender 30 day period, the Borrower may elect either to prepay the principal amount of and interest on such affected Lender's then outstanding Loans (subject, however, to SECTION 4.3) or any Lending Office pay, within five days after the expiry of such Lender or such Lender's holding company30 day period, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such any additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary required fully to compensate such affected Lender for the increased cost or its holding company, as the case may be, as specified reduced amount described in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofCLAUSE (a). (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a1) If any Change in Law from time to time shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such the Lender in respect thereofof this Agreement or any Advance, except for Indemnified Taxes or Other Taxes covered by Section 13.9 9.20 and the imposition, or any change in the rate, of any Excluded Tax payable by such that Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances any Advance made by such that Lender; and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such the Lender hereunder under this Agreement (whether of principal, interest or any other amount), then upon request of such the Lender from time to time the Borrower Borrowers will pay to such that Lender such an additional amount or amounts as that will compensate such the Lender for such the additional costs incurred or reduction suffered. (b2) If any Lender determines in its sole and absolute discretion that any Change in Law affecting such the Lender or any Lending Office lending office of such the Lender or such Lender's its holding companycompany (or other Controlling Person), if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such the Lender's ’s capital or on the capital of such Lender's its holding companycompany (or other Controlling Person), if any, as a consequence of this Agreement, the Commitments of such the Lender or the Advances any Advance made by such the Lender, to a level below that which such the Lender or its holding company (or other Controlling Person) could have achieved but for such that Change in Law (taking into consideration such the Lender's ’s policies and the policies of its holding company (or other Controlling Person) with respect to capital adequacy, each from time to time), then from time to time the Borrower Borrowers will pay to such that Lender such an additional amount or amounts as that will compensate such Lender or its holding company (or other Controlling Person) for any such the reduction suffered. (c3) A certificate of a Lender setting forth specifying the amount or amounts necessary to compensate such the Lender or its holding companycompany (or other Controlling Person), as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amountsamounts determined based on methods of averaging and attribution in its sole and absolute discretion, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such the Lender the amount shown as due on any such certificate within 10 days after receipt thereofof the certificate. (d4) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such the Lender's ’s right to demand such compensation, except that the Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such the Lender notifies the Borrower Borrowers of the Change in Law giving rise to such the increased costs or reductions and of such the Lender's ’s intention to claim compensation thereforcompensation, unless the Change in Law giving rise to such the increased costs or reductions is retroactive, in which case the nine-nine month period referred to above shall be extended to include the period of retroactive effect thereofeffect.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax introduction of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in or in the rate, interpretation of any Excluded Tax payable by such Lender; or law or regulation or (iiiii) impose on the compliance with any Lender guideline or request from any applicable interbank market any central bank or other conditiongovernmental authority (whether or not having the force of law) in either case made subsequent to the date hereof, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing there shall be to any increase in the cost to such any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining Letters of Credit or of agreeing to make or of making or maintaining any Advance Letter of Credit Advances, then the Borrower shall from time to time, upon demand by such Lender Party (or with a copy of maintaining its obligation such demand to make any such Advancethe Agent), or pay to reduce the Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of any sum received or receivable such increased cost and calculating such amount in reasonable detail, submitted to the Borrower by such Lender hereunder (whether of principalParty, interest or any other amount)shall be conclusive and binding for all purposes, then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedabsent manifest error. (b) If any Lender Party determines that compliance with any Change in Law affecting law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) made subsequent to the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any Lending Office corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender or such LenderParty's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital commitment to lend and other commitments of such Lender's holding companytype, if anythen, as upon demand by such Lender Party (with a consequence of this Agreement, the Commitments copy of such Lender or demand to the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacyAgent), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered.the (c) A certificate of a Lender setting forth If, with respect to any Eurodollar Rate Advances under the amount or amounts necessary to compensate such Lender or its holding companyRevolving Facility, as the case may be, as specified in this Section, including reasonable detail Lenders owed at least 50% of the basis then aggregate unpaid principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of calculation making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under the Revolving Credit Facility will automatically, on the last day of the amount then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or amountsto Convert Advances into, and delivered to Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part 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 demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that 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 Appropriate Lenders, or to Convert Advances into, Eurodollar Rate Advances shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before suspended until the date Agent shall notify the Borrower that such Lender notifies has determined that the Borrower of the Change in Law giving rise to circumstances causing such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofsuspension no longer exist.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax introduction of any kind whatsoever with respect to this Agreement or any Advance made by it, change in or change in the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the impositioninterpretation of, or any change in the rateapplication to the Borrower or any Lender of, any law or any regulation or guideline from any central bank or other governmental authority that is binding on the Borrower or any Lender (whether or not having the force of law), including but not limited to any reserve or special deposit requirement or any Tax (other than Excluded Taxes) or any capital requirement, has due to the Lenders' compliance therewith the effect, directly or indirectly, of any Excluded Tax payable by such Lender; or (iiii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase increasing the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance)the Lenders, or to reduce the any of them, of performing their respective obligations hereunder; (ii) reducing any amount of any sum received or receivable by such Lender hereunder (whether of principalthe Lenders, interest or any other amount)of them, hereunder or its effective return hereunder or on its capital; or (iii) causing the Lenders, or any of them, to make any payment or to forego any return based on any amount received or receivable by the Lenders, or any of them, hereunder, then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then demand from time to time the Borrower will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or its holding company the Lenders for any such reduction suffered. (c) A cost, reduction, payment or foregone return that is not fully offset by an increase in the applicable interest rate or rates or fees hereunder. Any certificate of a Lender setting forth in respect of the amount or foregoing will be prima facie evidence of the foregoing, except for manifest error, provided that the Lender determines the amounts necessary owing to compensate such it in good faith using any reasonable averaging and attribution methods and provides a detailed description of its calculation of the amounts owing to it. If any Lender or its holding company, as the case may be, as specified in demands compensation under this Section, including reasonable detail of the basis of calculation of Borrower may at any time, upon at least four Business Days' prior notice to that Lender and the amount or amountsAgent, and delivered which notice shall be irrevocable, prepay in full, without penalty but subject to the Borrower shall be conclusive absent manifest errorlimitations on repayments contained in Section 4.4, the then outstanding Obligations owing to that Lender, including all compensation to the date of repayment. The Borrower Commitment of that Lender shall pay such Lender thereupon be cancelled and the amount shown as due on any such certificate within 10 days after receipt thereofCredit permanently reduced accordingly. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change (other than any change by way of imposition or increase of reserve requirements, modify in the case of Eurocurrency Advances, included in the Eurocurrency Reserve Percentage) in or deem applicable in the interpretation of any reservelaw, special deposittreaty, compulsory loan, insurance charge official directive or similar requirement against assets of, deposits with regulation or for the account of, or credit extended or participated in by, any Lender; (ii) subject the compliance with any Lender to guideline or request from any Tax central bank or other governmental authority (whether or not having the force of any kind whatsoever with respect to this Agreement or any Advance made by itlaw), or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing there shall be to any increase in the cost to such any Lender (other than Taxes on net income of making any Lender) of agreeing to make or making, funding or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount)Eurocurrency Advances, then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.shall (provided that (i) the requirements of this (b) If any Lender determines that compliance with any Change in Law affecting law, treaty, official directive 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 such Lender or any Lending Office corporation controlling such Lender and that the amount of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or is increased beyond a level required on the capital Closing Date by or based upon the existence of such Lender's holding companycommitment to lend hereunder and other commitments of this type, if anyand provided that any such increased capital requirement is not reflected in the computation of the Base Rate or the Eurocurrency Rate, then, within two (2) Business Days after demand by such Lender (with a copy of such demand to the Agent) given within 90 days following such Lender's determination that such increased capital requirement has been imposed, the Borrower shall (provided that the requirements of this provision or similar requirements are imposed ratably upon similarly situated customers of such Lender) within two Business Days after notice either (i) pay to the Agent for the account of such Lender, from time to time, as a consequence of this Agreement, the Commitments of such Lender or the Advances made specified by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary sufficient to compensate such Lender or its holding companysuch corporation in the light of such circumstances, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay extent that such Lender reasonably determines such increase in capital to be allocable to the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver existence of such Lender's right commitment to demand lend hereunder (without duplication for amounts on account of the same increase in capital to the extent already payable pursuant to Section 2.10(a)), or (ii) subject to the provisions of Section 10.04(b), prepay all affected Advances owed to such compensation, except that Lender. Agent shall deliver to Borrower a certificate in reasonable detail as to such amounts submitted to the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before and the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and delivery of such Lender's intention certificate shall effect a rebuttable presumption as to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect accuracy thereof.

Increased Costs, Etc. (a) If the adoption of or any Change change in a Requirement of Law shall:or in the interpretation or application thereof applicable to any Financing Party, or compliance by any Financing Party with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Financing Party becomes a Financing Party): (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) shall subject any Lender such Financing Party to any Tax of any kind Imposition whatsoever with respect to this Agreement any LIBOR Loans or any Advance made LIBOR Holder Advances made, continued or maintained by itit or its obligation to make, continue or maintain LIBOR Loans or LIBOR Holder Advances, or change the basis of taxation of payments to such Lender Financing Party in respect thereof; or (ii) shall impose, except modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for Indemnified Taxes or Other Taxes covered by Section 13.9 the account of, Loans and the impositionHolder Advances, advances or other extensions of credit by, or any change other acquisition of funds by, any office of such Financing Party which is not otherwise included in the rate, determination of any Excluded Tax payable by such Lenderthe Adjusted LIBOR hereunder; or (iii) shall impose on any Lender or any applicable interbank market such Financing Party any other condition, cost or expense affecting this Agreement or Advances made by such Lender; condition (excluding any Tax of any kind) whatsoever in connection with the Operative Agreements; (iv) and the result of any of the foregoing shall be is to increase the cost to such Lender Financing Party, by an amount which such Financing Party reasonably deems to be material, of making making, continuing or maintaining any Advance (LIBOR Advances or of maintaining its obligation to make any such Advance), LIBOR Holder Advances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Lessee from such Financing Party, through the Lessor or the Agent, in accordance herewith, during the Construction Period the Participants shall fund through Advances and capitalize, and during the Basic Term following the Construction Period and any Renewal Term the Lessee shall pay such Financing Party any additional amounts necessary to compensate such Financing Party for such increased cost or reduced amount of receivable; provided, that, in any sum received such case, the Lessee may elect to convert the LIBOR Loans or receivable LIBOR Holder Advances made by such Lender Financing Party hereunder to Loans or Holder Advances based on ABR or the LIBOR Alternative, if any, by giving the Lessor and the Agent at least one (whether of principal, interest or any other amount), then upon request 1) Business Day's notice of such Lender election, in which case during the Borrower will Construction Period, the Lessor, and during the Term, the Lessee shall promptly pay to such Lender Financing Party, upon demand, without duplication, such 45 52 amounts, if any, as may be required pursuant to SECTION 11.7. All payments required by this SECTION 11.6 shall be made by the Lessee within ten (10) Business Days after demand by the affected Financing Party. If any Financing Party becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Lessee, through the Lessor and Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event, and (z) as to the additional amount or demanded by such Financing Party and a reasonably detailed explanation of the calculation thereof (including the method by which such Financing Party allocated such amounts to the Lessee). Such a certificate as will compensate to any additional amounts payable pursuant to this clause submitted by such Lender for such additional costs incurred or reduction sufferedFinancing Party, through the Agent and the Lessor, to the Lessee shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and the Holder Advance and all other amounts payable hereunder. (b) If Each Financing Party shall use its reasonable efforts to reduce or eliminate any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but claim for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute SECTION 11.6, including a waiver change in the office of such Lender's right Financing Party at which its obligations related to demand this Agreement are maintained if such compensationchange will avoid the need for or reduce the amount of, except that such compensation and will not, in the Borrower reasonable judgment of such Financing Party, be otherwise disadvantageous to it. If any such claim for compensation shall not be required eliminated or waived, the Lessee shall have the right to compensate replace the affected Financing Party with a Lender pursuant new financial institution that shall succeed to the rights of such Financing Party under this Section for any increased costs incurred or reductions suffered more than nine months before the date Agreement; provided, that such Lender notifies the Borrower of the Change Financing Party shall not be replaced hereunder until it has been paid in Law giving rise full such claim and all other amounts owed to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofit hereunder.

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change (other than any change by way of imposition or increase of reserve requirements, modify in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage) in or deem applicable in the interpretation of any reservelaw or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), special depositthere shall be any increase in the costs to any Lender of agreeing to make or making, compulsory loanfunding or maintaining Eurocurrency Rate Advances, insurance charge or similar requirement against assets ofthen the Borrower shall from time to time, deposits upon demand by such Lender (with or a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional increased costs incurred or reduction sufferedfor a period beginning not more than 90 days prior to such demand. A certificate as to the amount of such increased cost submitted to the Borrower and the Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the increased costs, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any Change in Law affecting law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Office of corporation controlling such Lender or which decreases such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of ’s return on such Lender's its capital or on (after taking into account any changes in the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (Eurocurrency Rate and Eurocurrency Rate Reserve Percentage and taking into consideration such Lender's ’s policies and the policies of its such Lender’s holding company with respect to capital adequacyadequacy and liquidity) and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), then the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time the Borrower will pay as specified by such Lender, additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend hereunder, such compensation to cover a period beginning not more than 90 days prior to such demand. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the amount required to be paid hereunder, shall be conclusive and binding for all purposes, absent manifest error; provided, that a Lender shall not be entitled to submit a claim for compensation pursuant to this clause (b) unless the making of such claim is consistent with its holding company for any general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such reduction sufferedclaims. (c) A certificate For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 2.10, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority ) or the United States or foreign regulatory authorities (whether or not having the force of law), in case for this clause (y) pursuant to Basel III, shall in each case be deemed to be a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified change in this Section, including reasonable detail law regardless of the basis of calculation of the amount date enacted, adopted, issued, promulgated or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofimplemented. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax introduction of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in or in the rate, interpretation of any Excluded Tax payable law or regulation (other than any change by such Lender; or way of imposition or increase of reserve requirements included in determining the Eurodollar Rate Reserve Percentage) or (iiiii) impose on compliance with any Lender guideline or request from any applicable interbank market any central bank or other conditionGovernmental Authority (whether or not having the force of law), cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing there shall be to any increase in the cost to such any Lender of making agreeing to make or making, funding or maintaining any Advance (Eurodollar Rate Loans or any Issuer of agreeing to issue or of issuing or maintaining its obligation the Letters of Credit (other than an increase in cost attributable to make any (x) Taxes or Other Taxes, which shall be governed by Section 2.12 and (y) all taxes expressly excluded in the definition of Taxes, then the Borrower shall from time to time, upon demand by such AdvanceLender or such Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or such Issuer additional amounts sufficient to reduce compensate such Lender or such Issuer for such increased cost. A certificate as to the amount of any sum received or receivable such increased cost showing the basis therefor in reasonable detail, submitted to the Borrower and the Agent by such Lender hereunder (whether of principalor such Issuer, interest or any other amount)shall be conclusive and binding for all purposes, then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedabsent manifest error. (b) If If, with respect to any Eurodollar Rate Loan, the Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period for Eurodollar Rate 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 Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Euro dollar Rate Loans shall be suspended until the Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (c) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, or (ii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the amount of capital required or expected to be maintained by any Lender determines that or any Change in Law affecting Issuer or any Person controlling any Lender or any Issuer as a result of or based upon the existence of such Lender's or such Issuer's Revolving Credit Commitment, Revolving Credit Loans, commitment to issue Letters of Credit and its other obligations hereunder and other commitments, loans and obligations of such type or the issuance or maintenance of the Letters of Credit (or similar Contingent Obligations), then, upon demand by such Lender or any Lending Office such Issuer (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender or such Lender's holding companyIssuer, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate specified by such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or Issuer, additional amounts necessary sufficient to compensate such Lender or its holding companysuch Issuer in the light of such circumstances, to the extent that such Lender or such Issuer reasonably determines such increase in capital to be allocable to the existence of such Lender's or such Issuer's Revolving Credit Commitment, Revolving Credit Loans, commitment to issue Letters of Credit, or the issuance or maintenance of any Letter of Credit. A certificate as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to such amounts submitted to the Borrower and the Agent by such Lender or such Issuer shall be conclusive and binding for all purposes absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans hereunder, then, on notice thereof and demand therefor by such Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower through the Agent, (i) each Eurodollar Rate Loan will automatically, upon such demand, convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, or to convert Base Rate Loans into, Eurodollar Rate Loans shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before suspended until the date Agent shall notify the Borrower that such Lender notifies has determined that the Borrower of the Change in Law giving rise to circumstances causing such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofsuspension no longer exist.

Increased Costs, Etc. (a1) If any Change in Law shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 11.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b2) If any Lender determines that any Change in Law affecting such Lender or any Lending Office lending office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such LenderXxxxxx's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c3) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d4) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. the Borrower shall indemnify each Lender against all liabilities, losses or expenses (aincluding loss of margin, any loss or expense incurred in liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Lender to fund or maintain Term Loans subject to a Euro-Rate Option) If any Change in Law shall:which such Lender sustains or incurs as a consequence of any (i) imposepayment, modify prepayment, conversion or deem applicable any reserverenewal of the Term Loans to which a Euro-Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, special deposit, compulsory loan, insurance charge voluntary or similar requirement against assets of, deposits with automatic and whether or for the account of, not such payment or credit extended or participated in by, any Lender;prepayment is then due), (ii) subject attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Lender Rate Request under Section 2.5 [Borrowing Date Procedure and Request to any Tax Select Interest Rate Options] or Section 3.2 [Interest Periods] or notice relating to prepayments under Section 4.4 [Voluntary Prepayments] or Section 4.5 [Mandatory Prepayments], (iii) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part the request for the making of the Term Loans under Section 2.5 [Borrowing Date Procedure and Request to Select Interest Rate Options], or (iv) default by the Borrower in the performance or observance of any kind whatsoever with respect to covenant or condition contained in this Agreement or any Advance made other Loan Document, including any failure of the Borrower to pay when due (by it, acceleration or change otherwise) any principal of or interest on the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, Term Loans or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on other amount due hereunder. If any Lender sustains or incurs any applicable interbank market any other conditionsuch loss or expense, cost or expense affecting this Agreement or Advances made by such Lender; and it shall from time to time notify the result of any Borrower of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable determined in good faith by such Lender hereunder (whether which determination may include such assumptions, allocations of principal, interest costs and expenses and averaging or any other amount), then upon request of attribution methods as such Lender the Borrower will pay shall deem reasonable) to such Lender such additional amount or amounts as will compensate be necessary to indemnify such Lender for such additional costs incurred loss or reduction suffered. (b) If any Lender determines that any Change expense. Such notice shall set forth in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have reasonable detail the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but basis for such Change in Law (taking into consideration such Lender's policies determination. Such amount shall be due and the policies of its holding company with respect to capital adequacy), then from time to time payable by the Borrower will pay to such Lender ten (10) Business Days after such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferednotice is given. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If If, due to any Change in Law shall: Law, (i) imposethere shall be any increase in the cost to any Lender of agreeing to make or of making, modify funding or deem applicable any reserve, special deposit, compulsory loan, insurance charge maintaining Eurodollar Rate Advances or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing there shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce reduction in the amount of any sum received or receivable by such Lender hereunder with respect thereto (whether excluding, for purposes of principalthis Section 2.10, interest any such increased costs or any other amountreduction resulting from Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or Connection Income Taxes (as to which Section 2.12 shall govern), then the Borrower shall from time to time, upon request demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such increased cost; provided, however, that a Lender claiming additional costs incurred 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 reduction sufferedto assign its rights and obligations hereunder to another of its offices, branches or affiliatesAffiliates, if the making of such a designation or assignment would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines in good faith that compliance with any Change in Law affecting law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Office corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender's holding company, if anyfrom time to time as specified by such Lender, regarding additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity requirements has or would have to be allocable to the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding company’s commitment to lend. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, if any, as a consequence of absent manifest error. Notwithstanding anything to the contrary contained in this Agreement, the Commitments Xxxx‑Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, in each case regardless of such Lender the date enacted, adopted, implemented or issued, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, or the Advances made by such LenderBasel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to a level below that which such Lender Basel Supervision known as Basel III and regardless of the date enacted, adopted, implemented or its holding company could have achieved but for such Change issued, shall be deemed an introduction or change of the type referred to in Law (taking into consideration such Lender's policies Section 2.10(a) and the policies of its holding company with respect to capital adequacythis Section 2.10(b), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of a Lender setting forth making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the amount or amounts necessary to compensate Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Lender or its holding companyEurodollar Rate Advance will automatically, as on the case may be, as specified in this Section, including reasonable detail last day of the basis of calculation then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the amount Lenders to make, or amountsto Convert Advances into, and delivered to Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful, or delay on the part of 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 compensation pursuant therefor by such Lender to this Section 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 not constitute be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a waiver 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 Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise otherwise disadvantageous to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If the adoption, introduction or effectiveness of or any Change change in any Requirement of Law shall:or in the interpretation, re-interpretation or application thereof applicable to any Participant, or compliance by any Participant with any request, regulation, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority or regulator, in each case made subsequent to the Acquisition Date (or, if later, the date on which such Participant becomes a Participant): (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) shall subject any Lender such Participant to any Tax tax of any kind whatsoever with respect to this Agreement any Eurodollar Loans or any Advance Eurodollar Lessor Amounts made by itit or its obligation to make Eurodollar Loans or Eurodollar Lessor Amounts, or change the basis of taxation of payments to such Lender Participant in respect thereof; or (ii) shall impose, except modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for Indemnified Taxes the account of Loans and Lessor Amounts loans or Other Taxes covered by Section 13.9 and the impositionother extensions of credit by, or any change other acquisition of funds by, any office of such Participant which is not otherwise included in the rate, determination of any Excluded Tax payable by such Lenderthe Adjusted Eurodollar Rate hereunder; or (iii) shall impose on any Lender or any applicable interbank market such Participant any other condition, cost or expense affecting this Agreement or Advances made by such Lendercondition whatsoever in connection with the Operative Documents; and the result of any of the foregoing shall be is to increase the cost to such Lender Participant of making or maintaining any Advance (Eurodollar Loans or of maintaining its obligation to make any such Advance), Eurodollar 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 of receivable; provided, -------- that, in any sum received or receivable such case, the Lessee may elect to convert the Eurodollar Loans and ---- Eurodollar Lessor Amounts made by such Lender Participant hereunder to Base Rate Loans and Base Rate Lessor Amounts by giving the Lessor at least one (whether 1) Business Day's (a) shall be made by the Lessee within ten (10) Business Days after demand ------- by the affected Participant. 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 principal, interest or any other amount), then upon request the events described in this clause (a) has occurred and describing in reasonable detail the nature of such Lender event, (y) as to the Borrower will pay increased cost or reduced amount resulting from such event and (z) as to such Lender such the additional amount or demanded by such Participant. Such a certificate as to any additional amounts as will compensate payable pursuant to this clause submitted by such Lender Participant, to the Lessee shall be conclusive in the absence of manifest error; provided, however, that the method by which such Participant allocated such amount to the Lessee must have been applied in good faith and must have been a method generally used by such Participant for such additional costs incurred or reduction sufferedpurpose. This covenant shall survive the termination of this Participation Agreement and the payment in satisfaction of the Loan Balance and Lessor Balance and all other amounts payable hereunder. (b) If Each Participant shall use its reasonable efforts to reduce or eliminate any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but claim for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute 13.9, including, ------------ without limitation, a waiver change in the office of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant Participant at which its obligations related to this Section for any increased costs incurred Participation Agreement are maintained if such change will avoid the need for, or reductions suffered more than nine months before reduce the date that amount of, such Lender notifies compensation and will not, in the Borrower of the Change in Law giving rise to such increased costs or reductions and reasonable judgment of such Lender's intention Participant, be otherwise disadvantageous to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofit.

Increased Costs, Etc. (a1) If any Change in Law from time to time shall: (ia) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (iib) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such the Lender in respect thereofof this Agreement or any Advance, except for Indemnified Taxes or Other Taxes covered by Section 13.9 9.17 and the imposition, or any change in the rate, of any Excluded Tax payable by such that Lender; or (iiic) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances any Advance made by such that Lender; and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such the Lender hereunder under this Agreement (whether of principal, interest or any other amount), then upon request of such the Lender from time to time the Borrower will pay to such that Lender such an additional amount or amounts as that will compensate such the Lender for such the additional costs incurred or reduction suffered. (b2) If any Lender determines in its sole and absolute discretion that any Change in Law affecting such the Lender or any Lending Office lending office of such the Lender or such Lender's its holding companycompany (or other Controlling Person), if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such the Lender's ’s capital or on the capital of such Lender's its holding companycompany (or other Controlling Person), if any, as a consequence of this Agreement, the Commitments of such the Lender or the Advances any Advance made by such the Lender, to a level below that which such the Lender or its holding company (or other Controlling Person) could have achieved but for such that Change in Law (taking into consideration such the Lender's ’s policies and the policies of its holding company (or other Controlling Person) with respect to capital adequacy, each from time to time), then from time to time the Borrower will pay to such that Lender such an additional amount or amounts as that will compensate such that Lender or its holding company (or other Controlling Person) for any such the reduction suffered. (c3) A certificate of a Lender setting forth specifying the amount or amounts necessary to compensate such the Lender or its holding companycompany (or other Controlling Person), as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amountsamounts determined based on methods of averaging and attribution in its sole and absolute discretion, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.absent

Increased Costs, Etc. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 13.8 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's ’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's ’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this SectionSection 13.9, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 13.9 shall not constitute a waiver of such Lender's ’s right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.such

Increased Costs, Etc. (a) If If, due to either (i) any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) after the date of this Agreement, there shall be any increase in the cost to the Lender of agreeing to make or of making, funding or maintaining any Tax Eurodollar Rate Loan (excluding, for purposes of this Section 2.08, any kind whatsoever with respect such increased costs resulting from (x) Taxes or Other Taxes (as to this Agreement or any Advance made by it, or change which Section 2.10 shall govern) and (y) changes in the basis of taxation of payments to such overall net income or overall gross income by the United States or by the state under the laws of which the Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, is organized or any change in political subdivision thereof), then the rateBorrower shall from time to time, of any Excluded Tax payable upon demand by the Lender, pay to the Lender additional amounts sufficient to compensate the Lender for such Lenderincreased cost; or (iiiprovided, however, that the Borrower shall not be responsible for costs under this Section 2.08(a) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made arising more than 180 days prior to the receipt by such Lender; and the result of any Borrower of the foregoing shall be demand from the Lender pursuant to increase the cost this Section 2.08(a). A certificate as to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalincreased cost, interest or any other amount), then upon request of such Lender submitted to the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender by the Lender, shall be conclusive and binding for such additional costs incurred or reduction sufferedall purposes, absent manifest error. (b) If any the Lender determines that any Change in Law affecting such Lender affects or any Lending Office would affect the amount of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has required or would have expected to be maintained by the effect Lender and that the amount of reducing the rate of return on such Lender's capital or on liquidity is increased by or based upon the capital existence of such the Lender's holding company’s Commitments (or similar contingent obligations) (and a similar reserve requirement is not already reflected in the definition of “Eurodollar Rate”), if anythen, as a consequence of this Agreementupon demand by the Lender, the Commitments of such Lender or Borrower shall pay to the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender in the light of such circumstances, to the extent that the Lender reasonably determines such increase in capital or liquidity to be allocable to the Commitments or the Loans; provided further 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 will pay or the demand from the lender pursuant to the Section 2.10(b). A certificate as to such amounts submitted to the Borrower by the Lender such additional amount or amounts as will compensate such Lender or its holding company shall be conclusive and binding for any such reduction sufferedall purposes, absent manifest error. (c) A certificate Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for the Lender to perform its obligations hereunder to make a Eurodollar Rate Loan or to continue to maintain a Eurodollar Rate Loan hereunder, then, on notice thereof and demand therefor by the Lender setting forth to the amount or amounts necessary Borrower, such Eurodollar Rate Loan will automatically, upon such demand, convert into a Loan bearing interest at a rate per annum equal to compensate the Base Rate plus 0.25% per annum until the Lender shall notify the Borrower that the Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would allow the Lender or its holding companylending office to continue to perform its obligations to maintain such Eurodollar Rate Loan and would not, as in the case may be, as specified in this Section, including reasonable detail judgment of the basis of calculation of the amount or amountsLender, and delivered be otherwise disadvantageous to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofLender. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If DTFC agrees to reimburse each Liquidity Lender for any Change increase in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Liquidity Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance)of, or to reduce any reduction in the amount of any sum received or receivable by such Liquidity Lender hereunder in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Liquidity Advances as, or of converting (or of its obligation to convert) any Liquidity Advances into, Eurodollar Advances that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of principallaw) of any court, interest central bank, regulator or other Governmental Authority, except for such changes with respect to (i) increased capital costs which are governed by Section 5.5, (ii) Taxes governed by Section 5.6 (including taxes imposed by reason of any failure of such Liquidity Lender to comply with its obligations under clause (b) of Section 5.6) and (iii) taxes imposed by a taxing authority on or measured by the net income, overall receipts or capital of such Liquidity Lender or any other amount)lending office, then upon request of branch or any Affiliate thereof and any franchise taxes or branch taxes imposed by a taxing authority on such Liquidity Lender the Borrower will or any lending office, branch or any Affiliate thereof; provided, however, that DTFC shall have no obligation to pay to such Lender any such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of under this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company Section 5.3 with respect to capital adequacy), then from time any such change unless such Liquidity Lender shall have notified DTFC of its demand within 90 days after the date upon which such Liquidity Lender has obtained audited financial statements with respect to time the Borrower will pay to fiscal year of such Liquidity Lender in which such additional amount or amounts as will compensate such change occurred. Such Liquidity Lender or its holding company for shall promptly notify the Liquidity Agent and DTFC in writing of the occurrence of any such reduction suffered. or increase (c) A certificate of a but in no event later than the date by which such Liquidity Lender setting forth may demand reimbursement therefor pursuant to the immediately preceding sentence), such notice to state, in reasonable detail, the reasons therefor and the additional amount or amounts necessary required fully to compensate such Liquidity Lender on an after-tax basis for such increased cost or reduced amount. Such additional amounts shall be payable by DTFC directly to such Liquidity Lender within five Business Days of its holding company, as the case may be, as specified in this Section, including reasonable detail receipt of the basis of calculation of the amount or amountssuch notice, and delivered to such notice shall, in the Borrower shall absence of manifest error, be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due and binding on any such certificate within 10 days after receipt thereofDTFC. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax introduction of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in or in the rate, interpretation of any Excluded Tax payable by such Lender; or law or regulation after the date hereof or (iiiii) impose on the compliance after the date hereof with any Lender guideline or request from any applicable interbank market any central bank or other conditiongovernmental authority (whether or not having the force of law), cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing there shall be to any increase in the cost to such any Lender of making agreeing to make or of making, funding or maintaining any Advance (or of maintaining its obligation to make any such Advance)Eurodollar Rate Advances, or to reduce the amount of any sum received or receivable then, upon demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Administrative Agent), then upon request the Borrowers jointly and severally hereby agree to pay to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost; provided, however, that the Borrowers shall jointly and severally be obligated to make such payment only if such Lender has given, or reduction sufferedhas caused the Administrative Agent to give, notice to the Borrowers of the facts or circumstances giving rise to such increased cost within ninety (90) days after such Lender shall have itself received actual knowledge thereof. A certificate as to the amount of such increased cost, submitted to the Borrowers by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any Change in Law affecting 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 such Lender or any Lending Office corporation controlling such Lender and that the amount of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have is increased by the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding companycommitment to lend hereunder and other commitments of such type, if anythen, as upon demand by such Lender (with a consequence copy of this Agreementsuch demand to the Administrative Agent), the Commitments Borrowers jointly and severally hereby agree to pay to the Administrative Agent for the account of such Lender or the Advances made Lender, from time to time as specified by such Lender, additional amounts sufficient to a level below that which compensate such Lender or its holding company could have achieved but for in the light of such Change circumstances, to the extent that such Lender reasonably determines such increase in Law (taking into consideration capital to be allocable to the existence of such Lender's policies and commitment to lend hereunder; provided that such additional amounts shall not include compensation for any additional amounts arising from circumstances occurring more than 180 days prior to the policies date of its holding company with respect to capital adequacy), then from time to time the Borrower will pay such demand. A certificate as to such Lender amounts, submitted to the Borrowers by such additional amount or amounts as will compensate such Lender or its holding company Lender, shall be conclusive and binding for any such reduction sufferedall purposes, absent manifest error. (c) A certificate of a Lender setting forth the amount or amounts necessary If, with respect to compensate such Lender or its holding companyany Eurodollar Rate Advances, as the case may be, as specified in this Section, including reasonable detail Lenders owed at least 51% of the basis 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 calculation 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 amount then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of such Lenders to make, or amountsto Convert Advances into, and delivered to the Borrower Eurodollar Rate Advances shall be conclusive absent manifest error. The Borrower suspended until the Administrative Agent shall pay notify the Borrowers that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part 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 demand compensation pursuant the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to this Section make, or to Convert Advances into, Eurodollar Rate Advances shall not constitute a waiver of such Lender's right to demand such compensation, except that be suspended until the Borrower Administrative Agent shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before notify the date Borrowers that such Lender notifies has determined that the Borrower circumstances causing such suspension no longer exist. (e) Upon the occurrence and during the continuance of any Event of Default or a Default under Section 6.01(e), (i) each Eurodollar Rate Advance will automatically Convert into a Base Rate Advance and (ii) the obligation of the Change in Law giving rise Lenders to such increased costs make, or reductions and of such Lender's intention to claim compensation thereforConvert Advances into, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above Eurodollar Rate Advances shall be extended to include the period of retroactive effect thereofsuspended.

Increased Costs, Etc. (a) If If, due to any Change in Law shall: Law, (i) imposethere shall be any increase in the cost to any Lender of agreeing to make or of making, modify funding or deem applicable any reserve, special deposit, compulsory loan, insurance charge maintaining Eurodollar Rate Advances or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing there shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce reduction in the amount of any sum received or receivable by such Lender hereunder with respect thereto (whether excluding, for purposes of principalthis Section 2.10, interest any such increased costs or any other amountreduction resulting from Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or Connection Income Taxes (as to which Section 2.12 shall govern), then the Borrower shall from time to time, upon request demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such increased cost; provided, however, that a Lender claiming additional costs incurred 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 reduction sufferedreduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines in good faith that compliance with any Change in Law affecting law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Office corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender's holding company, if anyfrom time to time as specified by such Lender, regarding additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity requirements has or would have to be allocable to the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding company’s commitment to lend. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, if any, as a consequence of absent manifest error. Notwithstanding anything to the contrary contained in this Agreement, the Commitments Dxxx‑Fxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, in each case regardless of such Lender the date enacted, adopted, implemented or issued, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, or the Advances made by such LenderBasel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to a level below that which such Lender Basel Supervision known as Basel III and regardless of the date enacted, adopted, implemented or its holding company could have achieved but for such Change issued, shall be deemed an introduction or change of the type referred to in Law (taking into consideration such Lender's policies Section 2.10(a) and the policies of its holding company with respect to capital adequacythis Section 2.10(b), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. (c) A certificate If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of a Lender setting forth making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the amount or amounts necessary to compensate Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Lender or its holding companyEurodollar Rate Advance will automatically, as on the case may be, as specified in this Section, including reasonable detail last day of the basis of calculation then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the amount Lenders to make, or amountsto Convert Advances into, and delivered to Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful, or delay on the part of 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 compensation pursuant therefor by such Lender to this Section 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 not constitute be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a waiver 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 Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise otherwise disadvantageous to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change (other than any change by way of imposition or increase of reserve requirements, modify in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or deem applicable in the interpretation of any reservelaw or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), special depositthere shall be any increase in the costs to any Lender of agreeing to make or making, compulsory loanfunding or maintaining Eurodollar Rate Advances, insurance charge or similar requirement against assets ofthen the Borrower shall from time to time, deposits upon demand by such Lender (with or a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such additional increased costs incurred or reduction sufferedfor a period beginning not more than 90 days prior to such demand. A certificate as to the amount of such increased cost submitted to the Borrower and the Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the increased costs, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any Change in Law affecting 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 such Lender or any Lending Office corporation controlling such Lender which decreases such Lender's return on its capital (after taking into account any changes in the Eurodollar Rate and Eurodollar Rate Reserve Percentage) and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such Lender's holding companycorporation in the light of such circumstances, if any, regarding to the extent that such Lender reasonably determines such increase in capital or liquidity requirements has or would have to be allocable to the effect of reducing the rate of return on such Lender's capital or on the capital existence of such Lender's holding companycommitment to lend hereunder, if any, such compensation to cover a period beginning not more than 90 days prior to such demand. A certificate as a consequence of this Agreement, to such amounts submitted to the Commitments of such Lender or Borrower and the Advances made Administrative Agent by such Lender, setting forth in reasonable detail the calculation of the amount required to a level below that which such Lender or its holding company could have achieved but be paid hereunder, shall be conclusive and binding for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy)all purposes, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferedabsent manifest error. (c) A certificate Within 30 days after the receipt of (A) notice from a Lender setting forth as described in Section 2.02(b)(i), or (B) a demand for compensation from a Lender under subsection (a) or (b) above, the Borrower may, by at least three Business Days' notice to the Administrative Agent, terminate the Commitment (in whole but not in part) of any Lender which has provided such notice under Section 2.02(b)(i), or demanded compensation under subsection (a) or (b) above in an amount or amounts necessary to compensate such Lender or (expressed as a percentage per annum of its holding companyunused Commitment) which exceeds the compensation demanded by any other Lender, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to PROVIDED that (i) the Borrower shall first pay to the Administrative Agent for the account of such Lender all compensation required to be conclusive absent manifest error. The paid under subsection (a) or (b) above accrued to the termination date of such Commitment, (ii) the Borrower shall pay first prepay all outstanding A Advances owing to such Lender in accordance with the amount shown as due on any such certificate within 10 days after receipt thereof. provisions of Section 2.10 hereof, (diii) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required terminate the Commitment of any Lender under this subsection unless it also terminates the Commitment of all other Lenders providing similar notice to compensate the Administrative Agent under Section 2.02(b)(i) or demanding compensation at a rate equal to or higher than that demanded by such Lender under subsection (a) or (b) above, and (iv) the Borrower shall not take any action under this subsection which would reduce the aggregate of the Commitments below the aggregate of the Advances outstanding. Effective with such termination, the Borrower may substitute for such Lender one or more other banks or entities which will assume the Commitment and other obligations hereunder of such terminated Lender or Lenders, and will become a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereofLenders hereunder upon executing an Assumption Agreement.

Increased Costs, Etc. (a) If any Change in Law shall: If, due to either (i) imposethe introduction of or any change in, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets in the interpretation of, deposits with any law or for the account of, regulation or credit extended or participated in by, any Lender; (ii) subject the need to comply with any Lender to guideline or request from any Tax central bank or other Governmental Authority (whether or not having the force of any kind whatsoever law) adopted or made after the date of this Agreement (except, with respect to this Agreement both subclauses (i) and (ii), any law, regulation, guideline or request addressed in Section 2.10), there shall be any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.9 and the imposition, or any change increase in the rate, of any Excluded Tax payable by such Lender; or (iii) impose on cost to any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender; and the result of any of the foregoing shall be to increase the cost to Person controlling such Lender of making agreeing to make or making, funding or maintaining any Advance (or of maintaining its obligation Advances, then the Borrower shall from time to make any such Advance)time, or to reduce the amount of any sum received or receivable upon demand by such Lender hereunder (whether with a copy of principal, interest or any other amountsuch demand to the Administrative Agent), then upon request pay to the Administrative Agent for the account of such Lender the Borrower will pay additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender for such increased cost; provided, however, that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different 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. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduced amount; provided, however, that notice in respect of any additional amounts payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased costs incurred or reduction sufferedin respect of any period from 90 days after the date on which such Lender becomes actually aware of such increased cost to the date on which such Lender delivers notice of such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that (i) the introduction of or any Change change in, or in Law affecting the interpretation of, any law or regulation or (ii) the need to comply with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any Lending Office Person controlling such Lender and such Lender determines that the amount of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital is increased as a result of such Lender's holding company, if any, as a consequence Commitment to lend or Advance made hereunder and other commitments of this Agreementtype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Commitments Borrower shall pay to the Administrative Agent for the account of such Lender or the Advances made Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's Commitment to lend or Advance made hereunder; 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 level below different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increase in capital and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduced amount; provided, however, that notice in respect of any additional amounts payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased capital requirements for any period from 90 days after the date on which such Lender or its holding company could have achieved but for becomes actually aware of such Change in Law (taking into consideration increased capital requirements to the date on which such Lender delivers notice of such increased capital requirements. A certificate as to such amounts submitted to the Borrower by such Lender's policies , shall be conclusive and the policies of its holding company with respect to capital adequacy)binding for all purposes, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction sufferedabsent manifest error. (c) A certificate of a Lender setting forth If, with respect to any Advance, the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail Lenders who are owed at least 20% of the basis then-aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advance will not adequately reflect the cost to such Lenders of calculation making, funding or maintaining their Advance for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Advance will automatically, on the last day of the amount or amountsthen-existing Interest Period therefor, bear interest at the Federal Funds Rate in effect from time to time during each succeeding Interest Period, plus the Applicable Margin, and delivered (ii) the obligation of the Lenders to make Advances shall be suspended until the Administrative Agent shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay that such Lender Lenders have determined that the amount shown as due on any circumstances causing such certificate within 10 days after receipt thereofsuspension no longer exist. (d) Failure Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part 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 the Advances hereunder, then, on notice thereof and demand therefor by such Lender to demand compensation pursuant the Borrower through the Administrative Agent, (i) each Advance of such Lender will automatically, upon such demand, at the end of the current Interest Period therefor (or sooner if required by law), bear interest at the Federal Funds Rate in effect from time to this Section time during each succeeding Interest Period, plus the Applicable Margin, and (ii) the obligation of such Lender to make Advances shall not constitute be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a waiver different Lending Office if the making of such a designation would allow such Lender or its Lending Office to continue to perform its obligations to make Advances or to continue to fund or maintain Advances and would not, in the judgment of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that such Lender notifies the Borrower of the Change in Law giving rise otherwise disadvantageous to such increased costs or reductions and of such Lender's intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.