Common use of Increased Costs; Indemnity Clause in Contracts

Increased Costs; Indemnity. With respect to all Letters of Credit, if by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or (b) compliance by any Issuer or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IV, whether directly or by such being imposed on or suffered by such Issuer or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lender; or (iii) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IV, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall pay within fourteen days of demand thereof such amounts as such Issuer or Lender may specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner. The determination by such Issuer or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IV, the Borrower hereby agrees to protect, indemnify, pay and save each Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which such Issuer may incur or be subject to as a consequence, direct or indirect, of

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (ai) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or or (bii) compliance by any Issuer or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including including, without limitation, Regulation D of the F.R.S. Board, first issued after the date hereof: D: (i1) any Issuer or any Lender shall be subject to any tax (other than taxes on net income Indemnified Taxes, Other Taxes and franchisesExcluded Taxes), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 2.11, whether directly or by such being imposed on or suffered by such Issuer or any such Lender; ; (ii2) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lender; or or (iii3) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IVSection 2. 11, any Letter of Credit or any participation therein; , and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Administrative Agent and the Borrower thereof, and the Borrower shall pay within fourteen ten (10) days of demand thereof such amounts as such Issuer or Lender may in good faith specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equalequal at all times to the SOFR Reference Rate plus one percent (1.00%) per annum; provided that, during notwithstanding anything herein to the initial fifteen Business Days after contrary, (i) the date of such demandDxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Alternate Base RateBasel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, andin each case pursuant to Basel III, thereaftershall in each case be deemed to be a change in law, the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days regardless of the date upon which such Issuer enacted, adopted or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerissued. The determination by such Issuer or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence shall be rebuttable presumptive evidence of manifest error, be final and conclusive and binding on all of the parties heretosuch amounts. In addition to amounts payable as elsewhere provided in this Article IVSection 2.11, the Borrower hereby agrees to protectindemnifies, indemnifyexonerates and holds each Issuer, pay the Administrative Agent and save each Issuer other Lender Party harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether such Issuer, the Administrative Agent or such Lender Party is a party to the action for which indemnification is sought), including reasonable attorneys' ’ fees and allocated costs of internal counsel) disbursements, which such Issuer Issuer, the Administrative Agent or such Lender Party may incur or be subject to as a consequence, direct or indirect, ofof the issuance of the Letters of Credit, other than, as to each such indemnified party, as a result of the gross negligence or willful misconduct of such indemnified party, as the case may be, as determined by a court of competent jurisdiction, or the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the Effective Date in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or (b) compliance by any Issuer or any Revolving Lender with any new or modified (after the Effective Date) direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any Revolving Lender shall be subject to any tax (other than franchise taxes on or taxes measured by net income and franchisesor receipts), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IV, whether directly or by such being imposed on or suffered by such any Issuer or any Revolving Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Revolving Lender; or (iii) there shall be imposed on any Issuer or any Revolving Lender any other condition regarding this Article IV, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such an Issuer or such Revolving Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Revolving Lender, then and in any such case such Issuer or such Revolving Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereofthereof and provide Borrower with data and calculations supporting such costs, and the Borrower shall pay within fourteen days of demand thereof such amounts as such Issuer or Revolving Lender may specify to be necessary to compensate such Issuer or Revolving Lender for such additional cost or reduced receiptreceipt within ten (10) Business Days after receiving such notice, together with interest on such amount from the date demanded of receipt of such notice until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0%the Applicable Margin; provided, however, that the Borrower Section 5.6, rather than this Section 4.9 shall have no obligation to pay any such additional amount govern Borrower's obligations with respect to any day or days unless such Taxes relating to payments by the Borrower described in the first sentence of Section 5.6(a). The good faith determination by an Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner. The determination by such Issuer or Revolving Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IV, the Borrower hereby agrees to protect, indemnify, pay and save each Issuer the Issuers and the Revolving Lenders harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counselfees) which such any Issuer or any Revolving Lender may incur or be subject to as a consequence, direct or indirect, of

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change after the date hereof Closing Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the Closing Date in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or (b) compliance by any Issuer or any Lender with any new or modified (after the Closing Date) direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any Lender shall be subject to any tax (other than franchise taxes on or taxes measured by net income and franchisesor receipts), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IV, whether directly or by such being imposed on or suffered by such any Issuer or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lender; or (iii) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IV, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such an Issuer or such Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereofthereof and provide Borrower with data and calculations supporting such costs, and the Borrower shall pay within fourteen days of demand thereof such amounts as such Issuer or Lender may specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receiptreceipt within ten (10) Business Days after receiving such notice, together with interest on such amount from the date demanded of receipt of such notice until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0%the Applicable Margin; provided, however, that the Borrower Section 5.2, rather than this Section 4.9 shall have no obligation to pay any such additional amount govern Borrower's obligations with respect to any day or days unless such Issuer or Lender shall have notified Taxes relating to payments by the Borrower described in the first sentence of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerSection 5.2(a). The good faith determination by such an Issuer or Lender, as the case may be, of any amount due pursuant to this SectionSection 4.9, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IV, the Borrower hereby agrees to protect, indemnify, pay and save each Issuer the Issuers and the Lenders harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counselfees) which such any Issuer or any Lender may incur or be subject to as a consequence, direct or indirect, of

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change after the date hereof Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or (b) compliance by any Issuer or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IV, whether directly or by such being imposed on or suffered by such any Issuer or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lender; or (iii) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IV, IV or any Letter of Credit or any participation therein; , and the result of the foregoing is directly or indirectly to increase the actual cost to such any Issuer or such Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lenderany Issuer, then and in any such case any such Issuer or any such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Administrative Agent and the Borrower thereof, and the Borrower shall shall, on demand, pay within fourteen days of demand thereof such amounts as such any Issuer or such Lender may specify to be necessary to compensate such any Issuer or such Lender for such additional cost or reduced receipt, together with interest at a rate equal to the Alternate Base Rate plus the Applicable Margin on such amount from the date demanded until payment in full thereof the fifth Business Day after such demand and thereafter at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0%; providedthe Applicable Margin, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender plus 3% per annum until payment in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerfull thereof. The determination by any such Issuer or any such Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IV, the Borrower hereby agrees to protectindemnifies, indemnifyexonerates and holds each Issuer, pay the Administrative Agent and save each Issuer Lender harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether such Issuer, the Administrative Agent or such Lender is a party to the action for which indemnification is sought), including reasonable attorneys' fees and allocated costs of internal counsel) disbursements, which such Issuer Issuer, the Administrative Agent or such Lender may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of such Issuer as determined by a court of competent jurisdiction, or (b) the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Agency.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (ai) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or or (bii) compliance by any Issuer or any Revolving Loan Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including including, without limitation, Regulation D of the F.R.S. Board, first issued after the date hereof: D: (i1) any Issuer or any Revolving Loan Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 2.11, whether directly or by such being imposed on or suffered by such Issuer or any such Revolving Loan Lender; ; (ii2) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Revolving Loan Lender; or or (iii3) there shall be imposed on any Issuer or any Revolving Loan Lender any other condition regarding this Article IVSection 2.11, any Letter of Credit or any participation therein; , and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Revolving Loan Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Revolving Loan Lender, then and in any such case such Issuer or such Revolving Loan Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Agent and the Borrower thereof, and the Borrower shall pay within fourteen ten (10) days of demand thereof such amounts as such Issuer or Revolving Loan Lender may in good faith specify to be necessary to compensate such Issuer or Revolving Loan Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerper annum. The determination by such Issuer or Revolving Loan Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence shall be rebuttable presumptive evidence of manifest error, be final and conclusive and binding on all of the parties heretosuch amounts. In addition to amounts payable as elsewhere provided in this Article IVSection 2.11, the Borrower hereby agrees to protectindemnifies, indemnifyexonerates and holds each Issuer, pay the Agent and save each Issuer other Lender Party harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether such Issuer, the Agent or such Lender Party is a party to the action for which indemnification is sought), including reasonable attorneys' ’ fees and allocated costs of internal counsel) disbursements, which such Issuer Issuer, the Agent or such Lender Party may incur or be subject to as a consequence, direct or indirect, ofof the issuance of the Letters of Credit, other than, as to each such indemnified party, as a result of the gross negligence or willful misconduct of such indemnified party, as the case may be, as determined by a court of competent jurisdiction, or the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change in Applicable Law after the date hereof in applicable law, regulation, rule, decree or regulatory requirement Effective Date or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirementApplicable Law, or (b) compliance by any Issuer or any the Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authorityGovernment Agency, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any the Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article ARTICLE IV, whether directly or by such being imposed on or suffered by such Issuer or any the Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lenderan Issuer; or (iii) there shall be imposed on any Issuer or any the Lender any other condition regarding this Article IV, ARTICLE IV or any Letter of Credit or any participation therein; Credit, and the result of the foregoing is directly or indirectly to increase the actual cost to such the Lender or the Issuer or such Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer the Lender or such Lenderthe Issuer, then and in any such case such the Issuer or such the Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall pay within fourteen days of on demand thereof such amounts as such the Lender or the Issuer or Lender may specify to be necessary to compensate such the Lender or the Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, equal at all times to the Alternate Base Rate, and, thereafter, the Alternate Base Reference Rate plus a margin of 2.0the Applicable Margin plus three percent (3%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner) per annum. The determination by such Issuer the Lender or Lenderthe Issuer, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, detail shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. . (c) In addition to amounts payable as elsewhere provided in this Article ARTICLE IV, the Borrower hereby agrees to protectindemnifies, indemnify, pay exonerates and save holds the Lender and each Issuer harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether the Lender or the Issuer is a party to the action for which indemnification is sought), including reasonable attorneys' fees and allocated costs of internal counsel) disbursements, which such the Lender or the Issuer may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of the Issuer as determined by a court of competent jurisdiction, or (ii) the failure of the Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Agency.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (ai) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or or (bii) compliance by any Issuer or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including including, without limitation, Regulation D of the F.R.S. Board, first issued after the date hereof: D: (i1) any Issuer or any Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 2.11, whether directly or by such being imposed on or suffered by such Issuer or any such Lender; ; (ii2) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lender; or or (iii3) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IVSection 2.11, any Letter of Credit or any participation therein; , and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Agent and the Borrower thereof, and the Borrower shall pay within fourteen ten (10) days of demand thereof such amounts as such Issuer or Lender may in good faith specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerper annum. The determination by such Issuer or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence shall be rebuttable presumptive evidence of manifest error, be final and conclusive and binding on all of the parties heretosuch amounts. In addition to amounts payable as elsewhere provided in this Article IVSection 2.11, the Borrower hereby agrees to protectindemnifies, indemnifyexonerates and holds each Issuer, pay the Agent and save each Issuer Lender harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether such Issuer, the Agent or such Lender is a party to the action for which indemnification is sought), including reasonable attorneys' ’ fees and allocated costs of internal counsel) disbursements, which such Issuer Issuer, the Agent or such Lender may incur or be subject to as a consequence, direct or indirect, ofof the issuance of the Letters of Credit, other than as a result of the gross negligence or willful misconduct of such Issuer as determined by a court of competent jurisdiction, or the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (a) any change after the date hereof Change in applicable lawLaw, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or (b) compliance by any Issuer or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereofFRB: (i) any Issuer or any Lender shall be subject to any tax Tax (other than taxes Taxes on overall net income and franchisesfranchises that are imposed as a result of such Issuer or Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 5, whether directly or by such being imposed on or suffered by such Issuer or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by any Issuer or participations therein purchased by any Lender; or (iii) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IVSection 5, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Lender of issuing, making or maintaining any Letter of Credit or the cost to such Lender of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any reasonable time after the additional cost is incurred or the amount received is reduced, notify the Borrower Borrowers thereof, and the Borrower shall TCIL or TALICC, as applicable, shall, severally and not jointly, pay within fourteen days of on demand thereof such amounts as such Issuer Lender or Lender each Issuer, may specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner. The determination by such Issuer or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive presumptively valid and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IVSection 5, the Borrower each of TALICC and TCIL, as applicable, hereby agrees for itself, severally and not jointly, to protect, indemnify, pay and save each Issuer Lender and each Issuer, harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' ’ fees and allocated costs of internal counsel) which such Issuer or such Lender may incur or be subject to as a consequence, direct or indirect, ofof (x) the issuance of any Letter of Credit, other than as a result of the gross negligence or willful misconduct of such Issuer as determined by a court of competent jurisdiction, or (y) the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change in Applicable Law after the date hereof in applicable law, regulation, rule, decree or regulatory requirement Effective Date or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirementApplicable Law, or (b) compliance by any Issuer or any the Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authorityGovernment Agency, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any the Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article ARTICLE IV, whether directly or by such being imposed on or suffered by such Issuer or any the Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lenderan Issuer; or (iii) there shall be imposed on any Issuer or any the Lender any other condition regarding this Article IV, ARTICLE IV or any Letter of Credit or any participation therein; Credit, and the result of the foregoing is directly or indirectly to increase the actual cost to such the Lender or the Issuer or such Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer the Lender or such Lenderthe Issuer, then and in any such case such the Issuer or such the Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall pay within fourteen days of on demand thereof such amounts as such the Lender or the Issuer or Lender may specify to be necessary to compensate such the Lender or the Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, equal at all times to the Alternate Base Rate, and, thereafter, the Alternate Base Reference Rate plus a margin of 2.0the Applicable Margin plus three percent (3%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner) per annum. The determination by such Issuer the Lender or Lenderthe Issuer, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, detail shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. . (c) In addition to amounts payable as elsewhere provided in this Article ARTICLE IV, the Borrower hereby agrees to protectindemnifies, indemnify, pay exonerates and save holds the Lender and each Issuer harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether the Lender or the Issuer is a party to the action for which indemnification is sought), including reasonable attorneys' fees and allocated costs of internal counsel) 44 disbursements, which such the Lender or the Issuer may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of the Issuer as determined by a court of competent jurisdiction, or (ii) the failure of the Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Agency.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change after the date hereof in any applicable lawRequirement of Law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirementGovernmental Authority, or (b) compliance by any Issuer or any Lender (including the Issuing Lender) with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Federal Reserve Board, first issued after the date hereof:; (i1) any Issuer or any Lender (including the Issuing Lender) shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVARTICLE V, whether directly or by such being imposed on or suffered by such Issuer or any Lender; (ii2) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer the Issuing Lender or participations therein purchased by any Lender; or (iii3) there shall be imposed on any Issuer the Issuing Lender or any Lender any other condition regarding this Article IVARTICLE V, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer the Issuing Lender or such Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer the Issuing Lender or such Lender, then and in any such case such Issuer the Issuing Lender or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall pay within fourteen days of on demand thereof such amounts as such Issuer the Issuing Lender or Lender may specify to be necessary to compensate the Issuing Lender or such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded (or, if later, five Banking Days after the date the Borrower has received the statement described in the next following sentence) until payment in full thereof at a rate equal, during equal at all times to the initial fifteen Business Days after the date rate of such demand, the Alternate Base Rate, and, thereafter, the Alternate interest applicable to Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerLoans. The determination by such Issuer the Issuing Lender or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detaildetail and delivered at the time of such demand, shall, in the absence of manifest demonstrable error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IVARTICLE V, the Borrower hereby agrees to protect, indemnify, pay and save each Issuer the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees Attorney's Fees and allocated costs of internal counsel) which such Issuer the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (c) the issuance of the Letters of Credit, other than as a result of the gross negligence, bad faith or willful misconduct of the Issuing Lender (or any correspondent thereof) as determined by a court of competent jurisdiction, or (d) the failure of the Issuing Lender to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. The obligations of the Borrower under this SECTION 5.9 shall survive termination of this Agreement and payment of all other Liabilities.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change after the date hereof in the interpretation or application by any judicial or regulatory authority Governmental Authority of any law, regulation, rule, decree or regulatory requirement, or or (b) compliance by any Issuer or any Lender with any direction, request direction or requirement (whether or not having issued after the force of law) date hereof of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereof: D: (i) any Issuer or any Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge Tax or withholding in respect of any Tax of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 2.8, whether directly or by such being imposed on or suffered by such Issuer or any such Lender; ; (ii) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Revolving Loan Letters of Credit issued by any Issuer or participations therein purchased by any Lender; or or (iii) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IVSection 2.8, any Revolving Loan Letter of Credit or any participation therein; , and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Lender of issuing, making issuing or maintaining any Revolving Loan Letter of Credit or of purchasing or maintaining any participation therein, or directly to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Agent and the Borrower thereof, and the Borrower shall pay within fourteen ten days of demand thereof such amounts as such Issuer or Lender may in good faith specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during equal at all times to the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner. The determination by such Issuer or Lender, as the case may be, of any amount due pursuant to this SectionSection 2.8(i), as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties heretoBorrower. In addition to amounts payable as elsewhere provided in this Article IVSection 2.8, the Borrower hereby agrees to protectindemnifies, indemnifyexonerates and holds each Issuer, pay the Agent and save each Issuer Lender harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and out-of-pocket expenses incurred in connection therewith (irrespective of whether such Issuer, the Agent or such Lender is a party to the action for which indemnification is sought), including reasonable attorneys' fees and allocated costs of internal counsel) disbursements, which such Issuer Issuer, the Agent or such Lender may incur or be subject to as a consequence, direct or indirect, ofof (i) the issuance of the Revolving Loan Letters of Credit, other than as a result of the gross negligence or willful misconduct of such Issuer as determined by a court of competent jurisdiction, provided that the Issuer shall have used reasonable judgment in determining whether documents presented under a Revolving Loan Letter of Credit complied on their face with the terms of such Revolving Loan Letter of Credit or (ii) the failure of such Issuer to honor a drawing by a beneficiary under any Revolving Loan Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future Governmental Authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (ai) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or or (bii) compliance by any Issuer or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including including, without limitation, Regulation D of the F.R.S. Board, first issued after the date hereof: D: (i1) any Issuer or any Lender shall be subject to any tax (other than taxes on net income Indemnified Taxes, Other Taxes and franchisesExcluded Taxes), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 2.11, whether directly or by such being imposed on or suffered by such Issuer or any such Lender; ; (ii2) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lender; or or (iii3) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IVSection 2. 11, any Letter of Credit or any participation therein; , and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Administrative Agent and the Borrower thereof, and the Borrower shall pay within fourteen ten (10) days of demand thereof such amounts as such Issuer or Lender may in good faith specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equalequal at all times to the Reference Eurodollar Rate plus one percent (1.00%) per annum; provided that, during notwithstanding anything herein to the initial fifteen Business Days after contrary, (i) the date of such demandXxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Alternate Base RateBasel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, andin each case pursuant to Basel III, thereaftershall in each case be deemed to be a change in law, the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days regardless of the date upon which such Issuer enacted, adopted or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerissued. The determination by such Issuer or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence shall be rebuttable presumptive evidence of manifest error, be final and conclusive and binding on all of the parties heretosuch amounts. In addition to amounts payable as elsewhere provided in this Article IVSection 2.11, the Borrower hereby agrees to protectindemnifies, indemnifyexonerates and holds each Issuer, pay the Administrative Agent and save each Issuer other Lender Party harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether such Issuer, the Administrative Agent or such Lender Party is a party to the action for which indemnification is sought), including reasonable attorneys' ’ fees and allocated costs of internal counsel) disbursements, which such Issuer Issuer, the Administrative Agent or such Lender Party may incur or be subject to as a consequence, direct or indirect, ofof the issuance of the Letters of Credit, other than, as to each such indemnified party, as a result of the gross negligence or willful misconduct of such indemnified party, as the case may be, as determined by a court of competent jurisdiction, or the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirementrequirement occurring after the Effective Date, or (b) compliance by any Issuer or any Lender with any direction, request or requirement made after the Effective Date (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article ARTICLE IV, whether directly or by such being imposed on or suffered by such Issuer or any Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lender; or (iii) there shall be imposed on any Issuer or any Lender any other condition regarding this Article ARTICLE IV, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall pay within fourteen three days of receipt of such notification pay on demand thereof such amounts as such Issuer or Lender may specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin the Applicable Base Margin plus 2% per annum; PROVIDED, HOWEVER, neither the Issuer nor any Lender may make any demand for any amounts accrued for any period commencing more than ninety days prior to the date of 2.0%; provideddemand or, howevershould such cost have accrued retroactively, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 ninety days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year determination of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannercost. The determination by such Issuer or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article ARTICLE IV, the Borrower hereby agrees to protect, indemnify, pay and save each Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which such Issuer may incur or be subject to as a consequence, direct or indirect, of (c) the issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of such Issuer as determined by a court of competent jurisdiction, or (d) the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or government authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement Applicable Law or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirementApplicable Law, or (b) compliance by any Issuer or any the Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authorityGovernmental Agency, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any the Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IV, whether directly or by such being imposed on or suffered by such Issuer or any the Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any the Lender; or (iii) there shall be imposed on any Issuer or any the Lender any other condition regarding this Article IV, IV or any Letter of Credit or any participation therein; Credit, and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such the Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such the Lender, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower Borrowers thereof, and the Borrower Borrowers shall pay within fourteen days of on demand thereof such amounts as such Issuer or the Lender may specify to be necessary to compensate such Issuer or the Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerApplicable Margin plus 2% per annum. The determination by such Issuer or the Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IV, the Borrower Borrowers hereby agrees to protect, indemnify, pay exonerate and save each Issuer hold the Lender harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether the Lender is a party to the action for which indemnification is sought), including reasonable attorneys' fees and allocated costs of internal counsel) disbursements, which such Issuer the Lender may incur or be subject to as a consequence, direct or indirect, of (c) the issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of the Lender as determined by a court of competent jurisdiction, or (d) the failure of the Lender to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason ofof -------------------------- (a) any change after the date hereof in any applicable lawRequirement of Law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirementGovernmental Authority, or (b) compliance by any Issuer or any Lender (including the Issuing Lender) with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Federal Reserve Board, first issued after the date hereof: (i1) any Issuer or any Lender (including the Issuing Lender) shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any C:\84862\12960\0018.01F 12960.0018 970729 13:27 penalty with respect to the maintenance or fulfillment of its obligations under this Article IVARTICLE V, whether directly or by such --------- being imposed on or suffered by such Issuer or any Lender; (ii2) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer the Issuing Lender or participations therein purchased by any Lender; or (iii3) there shall be imposed on any Issuer the Issuing Lender or any Lender any other condition regarding this Article IVARTICLE V, any --------- Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer the Issuing Lender or such Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer the Issuing Lender or such Lender, then and in any such case such Issuer the Issuing Lender or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall pay within fourteen days of on demand thereof such amounts as such Issuer the Issuing Lender or Lender may specify to be necessary to compensate the Issuing Lender or such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during equal at all times to the initial fifteen Business Days after the date rate of such demand, the Alternate Base Rate, and, thereafter, the Alternate interest applicable to Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerLoans. The determination by such Issuer the Issuing Lender or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IVARTICLE V, the Borrower --------- hereby agrees to protect, indemnify, pay and save each Issuer the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counselAttorney's Fees) which such Issuer the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (c) the issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of the Issuing Lender as determined by a court of competent jurisdiction, or (d) the failure of the Issuing Lender to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or C:\84862\12960\0018.01F 12960.0018 970729 13:27 future de jure or de facto government or governmental authority. The obligations of Borrower under this SECTION 5.9 shall survive ----------- termination of this Agreement and payment of all other Liabilities.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (ai) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or or (bii) compliance by any Issuer or any Revolving Loan Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including including, without limitation, Regulation D of the F.R.S. Board, first issued after the date hereof: D: (i1) any Issuer or any Revolving Loan Lender shall be subject to any tax (other than taxes on net income Indemnified Taxes, Other Taxes and franchisesExcluded Taxes), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 2.11, whether directly or by such being imposed on or suffered by such Issuer or any such Revolving Loan Lender; ; (ii2) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Revolving Loan Lender; or or (iii3) there shall be imposed on any Issuer or any Revolving Loan Lender any other condition regarding this Article IVSection 2.11, any Letter of Credit or any participation therein; , and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Revolving Loan Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Revolving Loan Lender, then and in any such case such Issuer or such Revolving Loan Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Administrative Agent and the Borrower thereof, and the Borrower shall pay within fourteen ten (10) days of demand thereof such amounts as such Issuer or Revolving Loan Lender may in good faith specify to be necessary to compensate such Issuer or Revolving Loan Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus per annum; provided that, notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives 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 United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a margin of 2.0%; providedchange in law, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days regardless of the date upon which such Issuer enacted, adopted or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerissued. The determination by such Issuer or Revolving Loan Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence shall be rebuttable presumptive evidence of manifest error, be final and conclusive and binding on all of the parties heretosuch amounts. In addition to amounts payable as elsewhere provided in this Article IVSection 2.11, the Borrower hereby agrees to protectindemnifies, indemnifyexonerates and holds each Issuer, pay the Administrative Agent and save each Issuer other Lender Party harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether such Issuer, the Administrative Agent or such Lender Party is a party to the action for which indemnification is sought), including reasonable attorneys' ’ fees and allocated costs of internal counsel) disbursements, which such Issuer Issuer, the Administrative Agent or such Lender Party may incur or be subject to as a consequence, direct or indirect, ofof the issuance of the Letters of Credit, other than, as to each such indemnified party, as a result of the gross negligence or willful misconduct of such indemnified party, as the case may be, as determined by a court of competent jurisdiction, or the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (ai) any change after the date hereof in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or or (bii) compliance by any Issuer or any Revolving Loan Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including including, without limitation, Regulation D of the F.R.S. Board, first issued after the date hereof: D: (i1) any Issuer or any Revolving Loan Lender shall be subject to any tax (other than taxes on net income Indemnified Taxes, Other Taxes and franchisesExcluded Taxes), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 2.11, whether directly or by such being imposed on or suffered by such Issuer or any such Revolving Loan Lender; ; (ii2) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Revolving Loan Lender; or or (iii3) there shall be imposed on any Issuer or any Revolving Loan Lender any other condition regarding this Article IVSection 2.11, any Letter of Credit or any participation therein; , and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Revolving Loan Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Revolving Loan Lender, then and in any such case such Issuer or such Revolving Loan Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Agent and the Borrower thereof, and the Borrower shall pay within fourteen ten (10) days of demand thereof such amounts as such Issuer or Revolving Loan Lender may in good faith specify to be necessary to compensate such Issuer or Revolving Loan Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerper annum. The determination by such Issuer or Revolving Loan Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence shall be rebuttable presumptive evidence of manifest error, be final and conclusive and binding on all of the parties heretosuch amounts. In addition to amounts payable as elsewhere provided in this Article IVSection 2.11, the Borrower hereby agrees to protectindemnifies, indemnifyexonerates and holds each Issuer, pay the Agent and save each Issuer other Lender Party harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether such Issuer, the Agent or such Lender Party is a party to the action for which indemnification is sought), including reasonable attorneys' ’ fees and allocated costs of internal counsel) disbursements, which such Issuer Issuer, the Agent or such Lender Party may incur or be subject to as a consequence, direct or indirect, ofof the issuance of the Letters of Credit, other than, as to each such indemnified party, as a result of the gross negligence or willful misconduct of such indemnified party, as the case may be, as determined by a court of competent jurisdiction, or the failure of such Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change after the date hereof in any applicable lawRequirement of Law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application thereof by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirementGovernmental Authority, or (b) compliance by any Issuer or any Lender Bank (including the Issuing Bank) with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Federal Reserve Board, first issued after the date hereof: (i1) any Issuer or any Lender Bank (including the Issuing Bank) shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVARTICLE V, whether directly or by such being imposed on or suffered by such Issuer or any LenderBank; (ii2) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer the Issuing Bank or participations participation therein purchased by any LenderBank; or (iii3) there shall be imposed on any Issuer the Issuing Bank or any Lender Bank any other condition regarding this Article IVARTICLE V, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer the Issuing Bank or such Lender Bank of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer the Issuing Bank or such LenderBank, then and in any such case such Issuer the Issuing Bank or such Lender Bank may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower Company thereof, and the Borrower Company shall pay within fourteen days of on demand thereof such amounts as such Issuer the Issuing Bank or Lender Bank may specify to be necessary to compensate the Issuing Bank or such Issuer or Lender Bank for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during equal at all times to the initial fifteen Business Days after the date rate of such demand, the Alternate Base Rate, and, thereafter, the Alternate interest applicable to Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely mannerLoans. The determination by such Issuer the Issuing Bank or LenderBank, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IVARTICLE V, the Borrower Company hereby agrees to protect, indemnify, pay and save each Issuer the Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counselAttorney's Fees) which such Issuer the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (c) the issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of the Issuing Bank as determined by a court of competent jurisdiction, or (d) the failure of the Issuing Bank to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. The obligations of the Company under this SECTION 5.9 shall survive termination of this Agreement and payment of all other Liabilities.

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of of (a) any change after the date hereof Change in applicable lawLaw, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or (b) compliance by any Issuer or any Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereof: FRB: (i) any Issuer or any Lender shall be subject to any tax Tax (other than taxes (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) other than in respect of Taxes on the overall net income and franchisesof such Lender or Issuer that are imposed as a result of such Lender or Issuer having its principal office located in the jurisdiction imposing such Tax), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IVSection 5, whether directly or by such being imposed on or suffered by such Issuer or any Lender; ; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters Letter of Credit issued by any Issuer or participations therein purchased by any Lender; or or (iii) there shall be imposed on any Issuer or any Lender any other condition regarding this Article IVSection 5, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such Issuer or such Lender of issuing, making or maintaining any Letter of Credit or the cost to such Lender of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Lender, then and in any such case such Issuer or such Lender may, at any reasonable time after the additional cost is incurred or the amount received is reduced, notify the Borrower Borrowers thereof, and the Borrower Borrowers shall pay within fourteen days of on demand thereof such amounts as such Issuer Lender or Lender each Issuer, may specify to be necessary to compensate such Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, the Alternate Base Rate plus a margin of 2.0%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner. The determination by such Issuer or Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive presumptively valid and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IVSection 5, the each Borrower hereby agrees agrees, jointly and severally, to protect, indemnify, pay and save each Issuer Lender and each Issuer, harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' ’ fees and allocated costs of internal counsel) which such Issuer or such Lender may incur or be subject to as a consequence, direct or indirect, ofof (x) the issuance of any Letter of Credit, other than as a result of the gross

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change after the date hereof Closing Date in applicable law, regulation, rule, decree or regulatory requirement or any change after the Closing Date in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or (b) compliance by any Issuer or any Revolving Lender with any new or modified (after the Closing Date) direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any Revolving Lender shall be subject to any tax (other than franchise taxes on or taxes measured by net income and franchisesor receipts), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article IV, whether directly or by such being imposed on or suffered by such any Issuer or any Revolving Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Revolving Lender; or (iii) there shall be imposed on any Issuer or any Revolving Lender any other condition regarding this Article IV, any Letter of Credit or any participation therein; and the result of the foregoing is directly or indirectly to increase the actual cost to such an Issuer or such Revolving Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer or such Revolving Lender, then and in any such case such Issuer or such Revolving Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereofthereof and provide Borrower with data and calculations supporting such costs, and the Borrower shall pay within fourteen days of demand thereof such amounts as such Issuer or Revolving Lender may specify to be necessary to compensate such Issuer or Revolving Lender for such additional cost or reduced receiptreceipt within ten (10) Business Days after receiving such notice, together with interest on such amount from the date demanded of receipt of such notice until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0%the Applicable Margin; provided, however, that the Borrower Section 5.6, rather than this Section 4.9 shall have no obligation to pay any such additional amount govern Borrower's obligations with respect to any day or days unless such Taxes relating to payments by the Borrower described in the first sentence of Section 5.6(a). The good faith determination by an Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner. The determination by such Issuer or Revolving Lender, as the case may be, of any amount due pursuant to this SectionSection 4.9, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. In addition to amounts payable as elsewhere provided in this Article IV, the Borrower hereby agrees to protect, indemnify, pay and save each Issuer the Issuers and the Revolving Lenders harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counselfees) which such any Issuer or any Revolving Lender may incur or be subject to as a consequence, direct or indirect, of

Increased Costs; Indemnity. With respect to all Letters of Credit, if If by reason of (a) any change in Applicable Law after the date hereof in applicable law, regulation, rule, decree or regulatory requirement Effective Date or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirementApplicable Law, or (b) compliance by any Issuer or any the Lender with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authorityGovernment Agency, including Regulation D of the F.R.S. Board, first issued after the date hereof: (i) any Issuer or any the Lender shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Article ARTICLE IV, whether directly or by such being imposed on or suffered by such Issuer or any the Lender; (ii) any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lenderan Issuer; or (iii) there shall be imposed on any Issuer or any the Lender any other condition regarding this Article IV, ARTICLE IV or any Letter of Credit or any participation therein; Credit, and the result of the foregoing is directly or indirectly to increase the actual cost to such the Lender or the Issuer or such Lender of issuing, making issuing or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to actually reduce any amount receivable in respect thereof by such Issuer the Lender or such Lenderthe Issuer, then and in any such case such Issuer or such Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall pay within fourteen days of on demand thereof such amounts as such the Lender or the Issuer or Lender may specify to be necessary to compensate such the Lender or the Issuer or Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal, during the initial fifteen Business Days after the date of such demand, the Alternate Base Rate, and, thereafter, equal at all times to the Alternate Base Rate plus a margin of 2.0the Applicable Margin plus three percent (3%; provided, however, that the Borrower shall have no obligation to pay any such additional amount with respect to any day or days unless such Issuer or Lender shall have notified the Borrower of its demand therefor within 60 days of the date upon which such Issuer or Lender has obtained audited information with respect to the fiscal year of such Issuer or Lender in which such day or days occurred; provided further, however, that each such Issuer or Lender will use all reasonable efforts to obtain such audited information in a timely manner) per annum. The determination by such Issuer the Lender or Lenderthe Issuer, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, detail shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. . (c) In addition to amounts payable as elsewhere provided in this Article ARTICLE IV, the Borrower hereby agrees to protectindemnifies, indemnify, pay exonerates and save holds the Lender and each Issuer harmless from and against any and all claimsactions, demandscauses of action, liabilities, damagessuits, losses, costs, charges liabilities and damages, and expenses incurred in connection therewith (irrespective of whether the Lender or the Issuer is a party to the action for which indemnification is sought), including reasonable attorneys' fees and allocated costs of internal counsel) disbursements, which such the Lender or the Issuer may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of the Issuer as determined by a court of competent jurisdiction, or (ii) the failure of the Issuer to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Agency.