Common use of Notification and Determination of Additional Costs Clause in Contracts

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or and/or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); providedprovided further that no Lender shall be entitled to claim any additional cost, howeverreduction in amounts, that loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to within 180 days of the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)other additional amount. The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank Banks, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any provided that such Issuing Bank determination is made on a reasonable basis and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofin good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Administrative Agent, the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Person fails to provide such notice to the Borrower shall not be required to compensate a Lender or an within 180 days of the date the Administrative Agent, such Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of any an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1, in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender the Administrative Agent or such Issuing BankLender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s the intention of the Administrative Agent or such Issuing Bank’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that the Administrative Agent, such Lender Issuing Bank or such Issuing BankLender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of the intention of the Administrative Agent, such Lender’s Issuing Bank or such Issuing Bank’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder, except to the extent set forth in subsection (f); provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or Administrative Agent, an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Banka Lender, as the case may be, notifies shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the Borrower last sentence of the definition of the term “Regulatory Change giving rise to Change” unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent, an Issuing Bank or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above a Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower Borrowers (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the any Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Borrower Administrative Agent, the Issuing Banks or the Lenders shall not be required entitled to compensate a Lender claim any additional cost, reduction in amounts, loss, tax or an other additional amount under this Article V. if such Person fails to provide such notice to the Borrowers within 180 days of the date the Administrative Agent, such Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of any an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The applicable Borrower shall pay the Administrative Agent, any such Issuing Bank and or and/or any such Lender, as the case may be, the amount shown as due on any such certificate within ten thirty (1030) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) Representative of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any such Lender to give such notice shall not release the any Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Administrative Agent or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to Representative within 180 days of the date that such Lender the Administrative Agent or such Issuing BankLender, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (Representative, and in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The Borrower Borrowers shall pay the Administrative Agent, any such Issuing Bank and or Agent and/or any such Lender, as the case may be, the amount shown as due on any such certificate within ten thirty (1030) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that the Administrative Agent, such Lender Issuing Bank or such Issuing BankLender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of the intention of the Administrative Agent, such Lender’s Issuing Bank or such Issuing Bank’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and and, in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Administrative Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Person fails to provide such notice to the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to within 180 days of the date that Administrative Agent or such Lender or such Issuing Bank, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1, in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Administrative Agent, any Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Banka Lender, as the case may be, notifies the Borrower of the shall not be entitled to submit a claim for compensation based upon a Regulatory Change giving rise pursuant to any subsection of this Section 4.1 unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s or claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such Issuing Bank’s intention to claim compensation therefor claims (except that, if the Regulatory Change giving rise to it being agreed that no such increased costs or reductions is retroactive, then the nine-month period referred to above Person shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank or and such Lender to compensation under any of the preceding subsections of this Section or Section 3.10 as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower Borrowers from any of its their obligations hereunder; providedhereunder (and in the case of a Lender, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofAdministrative Agent). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower Borrowers (and in the case of any an Issuing Bank Bank, a Lender or a Lender Participant, to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower Notwithstanding anything in Section 3.10 or this Section 4.01 to the contrary, Borrowers shall pay the Administrative Agentnot be required to compensate a Lender, any such Issuing Bank and or Participant pursuant to such Sections for any amount incurred or reductions suffered more than ninety (90) days prior to the date that such Lender, as Issuing Bank or Participant obtains actual knowledge of the case may beevent that gives rise to such claim (except that, if the amount shown as due on any change giving rise to such certificate within ten (10) days after receipt claim is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change in Law giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 15 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof, provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); providedprovided further that no Lender shall be entitled to claim any additional cost, howeverreduction in amounts, that loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to within 180 days of the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)other additional amount. The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any provided that such Issuing Bank determination is made on a reasonable basis and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofin good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-nine- month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Agent); provided, however, provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank Lender pursuant to this Section 5.1.(d) for any increased costs Additional Costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductionsAdditional Costs, and of such Lender’s or such Issuing BankLender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, Agent or such Lender agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofin good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; hereunder (and in the case of a Lender, to the Administrative Agent) provided, howeverfurther, that neither the Borrower shall not be required to compensate Administrative Agent nor a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth the basis and amount executed by a Person that has authority to execute such certificate on behalf of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this Section and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Absent manifest error, determinations by the Administrative Agent or any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Borrower shall pay the Administrative Agent, any such Issuing Bank and Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, a Lender or Lender, an Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than nine months 180 days prior to the date that the Administrative Agent, such Lender Lender, such Issuing Bank or such Issuing BankParticipant, as the case may be, notifies the Borrower of the Regulatory Change giving rise event entitling such Person to such increased costs or reductionscompensation under this Section, and of such Lender’s or such Issuing BankPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and and, in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Administrative Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to within 180 days of the date that Administrative Agent or such Lender or such Issuing Bank, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and and, in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Administrative Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to within 180 days of the date that Administrative Agent or such Lender or such Issuing Bank, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)other additional amount. The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Administrative Agent, the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate a Lender or an within 180 days of the date the Administrative Agent, such Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of any an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower Representative (and in the case of any the Issuing Bank and Bank, a Lender or a LenderParticipant, to notify the Administrative AgentAgent as well) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the any Borrower from any of its obligations hereunder; provided. Notwithstanding the foregoing sentence, however, that the Borrower Borrowers shall not be required to compensate a Lender Lender, a Participant or an the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender Lender, such Participant or such the Issuing Bank, as the case may be, notifies the Borrower Representative of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s, such Participant’s or such the Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of any the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder; providedhereunder (and in the case of a Lender, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofAdministrative Agent). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determinations are made on a reasonable basis and in good faith. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender for any such Issuing Bank and increased costs or any reduced return incurred by such Lender, as the case may be, the amount shown as due on any such certificate within ten Lender more than one-hundred-eighty (10180) days after receipt prior to such Xxxxxx’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the one-hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, a Lender or an Issuing Bank a Participant pursuant to this Section or Section 3.10 for any increased costs incurred or reductions suffered more than nine months 90 days prior to the date that the Administrative Agent, such Lender or such Issuing BankParticipant, as the case may be, notifies the Borrower in writing of the Regulatory Change giving rise event entitling such Person to such increased costs compensation under this Section or reductionsSection 3.10, as applicable, and of such Lender’s or such Issuing BankPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine90-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section, and that such Person generally charges the same amounts to similarly situated Borrowers. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender and each Lender, Participant as the case may be, agrees to notify the Borrower (and in the case of any the Issuing Bank and Bank, a Lender or a LenderParticipant, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, a Lender or an Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than nine months one hundred eighty (180) days prior to the date that the Administrative Agent, such Lender Lender, such Issuing Bank or such Issuing BankParticipant, as the case may be, notifies the Borrower of the Regulatory Change giving rise event entitling such Person to such increased costs or reductionscompensation under this Section, and of such Lender’s or such Issuing BankPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten fifteen (1015) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, provided that the failure of the Administrative Agent, any an Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverexcept that, that the Borrower shall not be required responsible for such compensation or requirement to compensate a Lender or an Issuing Bank pursuant to this Section for make any increased costs incurred or reductions suffered more than nine months prior to other payments if the Borrower is not notified within two hundred seventy (270) days following the date that of the effectiveness or implementation (which may be retroactive, in which case such Lender 270-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or such Issuing Bank, as implementation thereof) by the case may be, notifies the Borrower applicable Governmental Authority of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)thereto. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such an Issuing Bank or such a Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the applicable Issuing Bank and or any such the applicable Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Administrative Agent, Issuing Bank or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate a Lender or an within 180 days of the date Administrative Agent, Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)other additional amount. The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of any the Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that neither the Borrower shall not be required to compensate Administrative Agent nor a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth the basis and amount executed by a Person that has authority to execute such certificate on behalf of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this Section and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Absent manifest error, determinations by the Administrative Agent or any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. LEGAL02/38482536v6 The Borrower shall pay the Administrative Agent, any such Issuing Bank and Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Administrative Agent, any Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Banka Lender, as the case may be, notifies shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the Borrower last sentence of the definition of the term “Regulatory Change giving rise to Change” unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s or claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such Issuing Bank’s intention to claim compensation therefor claims (except that, if the Regulatory Change giving rise to it being agreed that no such increased costs or reductions is retroactive, then the nine-month period referred to above Person shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days 10 Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof, provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Xxxxxx’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder; providedhereunder (and in the case of a Lender, howeverto the Administrative Agent). Notwithstanding the foregoing provisions of this Section, that the Borrower Administrative Agent, the Issuing Bank, a Lender and a Participant shall not be required entitled to compensate a Lender or an Issuing Bank pursuant to this Section compensation for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, Person notifies the Borrower of the Regulatory Change event giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s Person's intention to claim compensation therefor (except that, if the Regulatory Change such event giving rise to such increased costs or reductions is retroactive, then the nine-month six‑month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and or and/or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Bank, and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank Bank, or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof, provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, notifies shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the Borrower last sentence of the definition of the term “Regulatory Change giving rise to Change” unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s or claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such Issuing Bank’s intention to claim compensation therefor claims (except that, if it being agreed that neither the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above Administrative Agent nor any Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days 10 Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that (i) the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder; providedhereunder (and in the case of a Lender, however, that to the Administrative Agent and (ii) in no event shall the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section liable for any increased costs amounts incurred or reductions suffered more than nine months 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and receipt of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofnotice). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Amounts payable by the Borrower pursuant to this Section shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as be due on any such certificate within ten (10) not later than 10 days after receipt thereofby the Borrower of such certificate.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof., provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). LEGAL02/40926073v6

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder, except to the extent set forth in subsection (f); provided, howeverfurther, that the Borrower shall not be required to compensate Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, notifies shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the Borrower last sentence of the definition of the term “Regulatory Change giving rise to Change” unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above a Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees agree to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof., provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). Execution Version

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder; hereunder (and in the case of a Lender, to the Agent), provided, howeverfurther, that (i) the Borrower shall not be required to compensate a Lender or an the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof), and (ii) neither the Agent nor a Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that neither the Borrower shall not be required to compensate Administrative Agent nor a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth the basis and amount executed by a Person that has authority to execute such certificate on behalf of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender LEGAL02/36006473v7 for compensation under any of the preceding subsections of this Section and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Absent manifest error, determinations by the Administrative Agent or any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Borrower shall pay the Administrative Agent, any such Issuing Bank and Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, and provided further that the Borrower shall not be required to compensate a Lender or an Lender, the Issuing Bank or the Administrative Agent pursuant to this Section 4.1. for any increased costs incurred or reductions suffered more than nine months 270 days prior to the date that such Lender Lender, the Issuing Bank or such Issuing Bankthe Administrative Agent, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s, the Issuing Bank’s or such Issuing Bankthe Administrative Agent’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine270-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations Administrative Agent, the Issuing Bank or such Lender, as the case may be, shall make all determinations of the effect of any Regulatory Change in good faith and determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change made in good faith shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender or Participant, to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder; providedhereunder (and in the case of a Lender, howeverto the Administrative Agent). Notwithstanding the foregoing provisions of this Section, that the Borrower Administrative Agent, a Lender and a Participant shall not be required entitled to compensate a Lender or an Issuing Bank pursuant to this Section compensation for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, Person notifies the Borrower of the Regulatory Change event giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s Person's intention to claim compensation therefor (except that, if the Regulatory Change such event giving rise to such increased costs or reductions is retroactive, then the nine-month six‑month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower Representative (and in the case of any an Issuing Bank and Bank, a Lender or a LenderParticipant, to notify the Administrative AgentAgent as well) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the any Borrower from any of its obligations hereunder; provided. Notwithstanding the foregoing sentence, however, that the Borrower Borrowers shall not be required to compensate a Lender Lender, a Participant or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender Lender, such Participant or such Issuing Bank, as the case may be, notifies the Borrower Representative of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s, such Participant’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of any an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Xxxxxx agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; hereunder (and in the case of a Lender, to the Administrative Agent) provided, howeverfurther, that neither the Borrower shall not be required to compensate Administrative Agent nor a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Xxxxxx agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate executed by a Person that has authority to execute such certificate on behalf of the Administrative Agent or such Xxxxxx, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Borrower shall pay the Administrative Agent, any such Issuing Bank and Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Existing Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that neither the Borrower shall not be required to compensate Administrative Agent nor a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth the basis and amount executed by a Person that has authority to execute such certificate on behalf of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this Section and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Absent manifest error, determinations by the Administrative Agent or any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Borrower shall pay the Administrative Agent, any such Issuing Bank and Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, the Issuing Banks, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, Agent or any Issuing Bank Bank, Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, Agent or such Lender or such Participant agrees to furnish to the Borrower (and in the case of any Issuing Bank a Lender or a Lender Participant, to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, any Lender or any Participant of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Administrative Agent, any Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Banka Lender, as the case may be, notifies shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the Borrower last sentence of the definition of the term “Regulatory Change giving rise to Change” unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers (but not necessarily all such similarly situated borrowers) with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent, any Issuing Bank or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above a Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days 10 Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, Issuing Bank and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, Issuing Bank and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Administrative Agent, any Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Banka Lender, as the case may be, notifies the Borrower of the shall not be entitled to submit a claim for compensation based upon a Regulatory Change giving rise pursuant to any subsection of this Section 4.1 unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s or claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such Issuing Bank’s intention to claim compensation therefor claims (except that, if the Regulatory Change giving rise to it being agreed that no such increased costs or reductions is retroactive, then the nine-month period referred to above Person shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Lxxxxx’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lxxxxx’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such LEGAL 4867-4266-3982v.3 Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank or and such Lender to compensation under any of the preceding subsections of this Section or Section 3.10 as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower Borrowers from any of its their obligations hereunder; providedhereunder (and in the case of a Lender, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofAdministrative Agent). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower Borrowers (and in the case of any an Issuing Bank Bank, a Lender or a Lender Participant, to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower Notwithstanding anything in Section 3.10 or this Section 4.01 to the contrary, the Borrowers shall pay the Administrative Agentnot be required to compensate a Lender, any such Issuing Bank and or Participant pursuant to such Sections for any amount incurred or reductions suffered more than ninety (90) days prior to the date that such Lender, as Issuing Bank or Participant obtains actual knowledge of the case may beevent that gives rise to such claim (except that, if the amount shown as due on any change giving rise to such certificate within ten (10) days after receipt claim is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder, except to the extent set forth in the immediately following subsection (f); provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or Administrative Agent, an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Banka Lender, as the case may be, notifies shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the Borrower last sentence of the definition of the term “Regulatory Change giving rise to Change” unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent, an Issuing Bank or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above a Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that the Administrative Agent, such Lender Issuing Bank or such Issuing BankLender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of the intention of the Administrative Agent, such Lender’s Issuing Bank or such Issuing Bank’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section; provided that the Administrative Agent, such Issuing Bank or such Lender, as applicable, shall provide the Borrower with a written certification that such Person is generally charging other borrowers or account parties for such additional costs incurred or reductions suffered on loans to companies similarly situated to the Borrower in connection with syndicated credit facilities as reasonably determined by such Lender acting in good faith. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductionsits Lending Office (other than changes required by Applicable Law), and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverexcept that, that the Borrower shall not be required responsible for such compensation or requirement to compensate a Lender or an Issuing Bank pursuant to this Section for make any increased costs incurred or reductions suffered more than nine months prior to other payments if Borrower is not notified within two hundred seventy (270) days following the date that of the effectiveness or implementation (which may be retroactive, in which case such Lender 270-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or such Issuing Bank, as implementation thereof) by the case may be, notifies the Borrower applicable Governmental Authority of the Regulatory Change or risk-based capital guideline, as applicable, giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)thereto. The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Administrative Agent, the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Banka Lender, as the case may be, notifies shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the Borrower last sentence of the definition of the term “Regulatory Change giving rise to Change” unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent, the Issuing Bank or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above a Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days 10 Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, Issuing Bank and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, Issuing Bank and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, the Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing Bank Banks and each Lenderthe Lenders, as the case may be, agrees to notify the Borrower Borrowers (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Effective Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the . The failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of any an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The applicable Borrower shall pay the Administrative Agent, any such Issuing Bank and or and/or any such Lender, as the case may be, the amount shown as due on any such certificate within ten thirty (1030) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Administrative Agent, any Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Banka Lender, as the case may be, notifies the Borrower of the shall not be entitled to submit a claim for compensation based upon a Regulatory Change giving rise pursuant to any subsection of this Section 4.1 unless such increased costs or reductions, and Person shall have determined that the making of such Lender’s or claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such Issuing Bank’s intention to claim compensation therefor claims (except that, if the Regulatory Change giving rise to it being agreed that no such increased costs or reductions is retroactive, then the nine-month period referred to above Person shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Xxxxxx’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Xxxxxx’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such the Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such the Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender the Administrative Agent or such Issuing BankLender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s the intention of the Administrative Agent or such Issuing Bank’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such an Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 5.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender or any Participant for any such Issuing Bank and increased costs or any reduced return incurred by such Lender or Participant more than one hundred eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, as then the case may be, one hundred eighty (180) day period referred to above shall be extended to include the amount shown as due on any such certificate within ten (10) days after receipt period of retroactive effect thereof). Section 5.2.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); providedprovided further that no Lender shall be entitled to claim any additional cost, howeverreduction in amounts, that loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to within 180 days of the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)other additional amount. The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank Banks, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest errorprovided that such determination is made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofSection 5.2.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower Borrowers (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the any Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Borrower Administrative Agent, the Issuing Banks or the Lenders shall not be required entitled to compensate a Lender claim any additional cost, reduction in amounts, loss, tax or an other additional amount under this Article V. if such Person fails to provide such notice to the Borrowers within 180 days of the date the Administrative Agent, such Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the nine-month 180- day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of any an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The applicable Borrower shall pay the Administrative Agent, any such Issuing Bank and or and/or any such Lender, as the case may be, the amount shown as due on any such certificate within ten thirty (1030) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender and each Lender, Participant as the case may be, agrees to notify the Borrower (and in the case of any the Issuing Bank and Bank, a Lender or a LenderParticipant, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, a Lender or an Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than nine months one hundred eighty (180) days prior to the date that the Administrative Agent, such Lender Lender, such Issuing Bank or such Issuing BankParticipant, as the case may be, notifies the Borrower of the Regulatory Change giving rise event entitling such Person to such increased costs or reductionscompensation under this Section, and of such Lender’s or such Issuing BankPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof); provided, further, however, that the Administrative Agent, any Issuing Bank, a Lender or a Participant, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 5.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten fifteen (1015) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverfurther, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof, provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1.3 unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing Bank Banks and each Lenderthe Lenders, as the case may be, agrees to notify the Borrower Borrowers (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Effective Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the . The failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of any an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The applicable Borrower shall pay the Administrative Agent, any such Issuing Bank and or and/or any such Lender, as the case may be, the amount shown as due on any such certificate within ten thirty (1030) days after receipt thereof.. Section 4.2. Changed Circumstances (a)

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, a Lender or an Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than nine months 180 days prior to the date that the Administrative Agent, such Lender Lender, such Issuing Bank or such Issuing BankParticipant, as the case may be, notifies the Borrower of the Regulatory Change giving rise event entitling such Person to such increased costs or reductionscompensation under this Section, and of such Lender’s or such Issuing BankPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any and provided that such Issuing Bank determinations are made on a reasonable basis and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofin good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent); provided, howeverfurther, that notwithstanding the Borrower shall not be required to compensate foregoing provisions of this Section, the Administrative Agent or a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing BankLender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increased costs or reductionsits Lending Office (other than changes required by Applicable Law), and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, howeverprovided further, that none of the Administrative Agent, Issuing Bank or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate a Lender or an within 180 days of the date Administrative Agent, Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increased costs the additional cost, reduction in amounts, loss, tax or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)other additional amount. The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of any the Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.