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

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, 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 its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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 Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, except to the Administrative Agentextent set forth in subsection (f); provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Agent an Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the Agent 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 none of the Administrative Agent, an Issuing Bank or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of 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, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent Administrative Agent, such Issuing Bank or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent, such Issuing Bank or such Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, provided further, that notwithstanding none of the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Administrative Agent or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Borrower in writing thereof or for any amounts resulting from a change by any Lender 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Banka Lender, a Lender or a 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, 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, the Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the such Issuing Bank, any Bank or such Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent Issuing Banks or a 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 Borrowers within 180 days of the date the Administrative Agent, such Issuing Bank or such Lender, 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 becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Agent or such Lender, as applicable, first notifies 180-day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, 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 the an Issuing Bank, a Lender Bank or a Participant 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, the such Issuing Bank, Bank or such Lender, or such Participant, 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, such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent Administrative Agent, such Issuing Bank or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent, such Issuing Bank or such Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Representative of any event occurring after the Agreement Closing Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, any Agent or such Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, provided further, that notwithstanding none of the foregoing provisions of this Section, the Administrative Agent or a 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 Representative within 180 days of the date the Administrative Agent or such Lender, 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 becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Agent or such Lender, as applicable, first notifies 180-day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (Representative, and in the case of the Issuing Banka Lender, a Lender or a 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, Agent or such Lender, or such Participant, 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 Borrowers shall pay the Administrative Agent and/or any such Lender, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, 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 its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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 Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); ) provided, further, that notwithstanding neither the foregoing provisions of this Section, the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Agent or such Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banka Lender, a Lender or a Participant 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 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 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, the Issuing Bank, such Lender, Agent or such Participant, 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 purposesin good faith. The Borrower shall pay the Administrative Agent or any Lender, absent manifest erroras the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Agent any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any such amount relating based upon a Regulatory Change pursuant to any period ending more than six months prior to the date subsection of this Section 4.1 unless such Person shall have determined that the Agent 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, 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) 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, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions of this SectionBorrower shall not be required to compensate the Administrative Agent, the Agent a Lender or a LenderParticipant pursuant to this Section or Section 3.10 for any increased costs incurred or reductions suffered more than 90 days prior to the date that the Administrative Agent, such Lender or such Participant, 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 of the event entitling such Person to compensation under this Section or for any amounts resulting from a change by any Lender Section 3.10, as applicable, and of its Lending Office such Person’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions of this SectionBorrower shall not be required to compensate the Administrative Agent, the Agent a Lender, an Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, 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 of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, a Lender or a 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 such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, Lender and each Participant, Participant as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank, a Lender or a Participant, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions of this SectionBorrower shall not be required to compensate the Administrative Agent, the Agent a Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, 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 of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a 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, Bank or such Lender, or such Participant, 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, the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Agent or a date that such Lender, 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 of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, Agent or such Lender, or such Participant, 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 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, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, provided further, that notwithstanding none of the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Administrative Agent or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies the Borrower in writing thereof loss, tax or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Banka Lender, a Lender or a 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, 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, the Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent, the such Issuing Bank, Bank and such Lender or such Participant 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower Borrowers from any of its their obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, 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 its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower Borrowers (and in the case of the an Issuing Bank, a Lender or a Participant 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 such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything in Section 3.10 or this Section 4.01 to the contrary, Borrowers shall not be required to compensate a Lender, Issuing Bank 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, Issuing Bank or Participant obtains actual knowledge of the event that gives rise to such claim (except that, if the change giving rise to such 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, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower Representative (and in the case of the Issuing Bank, a Lender or a Participant, the Administrative Agent as well) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in hereunder. Notwithstanding the case of foregoing sentence, the Borrowers shall not be required to compensate a Lender, a Participant or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent); provideddate that such Lender, further, that notwithstanding such Participant or the foregoing provisions of this Section, the Agent or a LenderIssuing Bank, 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 Representative of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s, such Participant’s or the Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 Lender and each Participant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of the Issuing Bank, a Lender or a 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 Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, provided further that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, no Lender shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such amount relating Lender fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that such Lender becomes aware of the Agent occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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 Lender, or such Participant, 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.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, provided further, that notwithstanding none of the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Administrative Agent or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Borrower in writing thereof or for any amounts resulting from a change by any Lender 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Banka Lender, a Lender or a 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, 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, the Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, the Issuing Bank, each Lender, Banks and each Participantthe Lenders, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Effective Date entitling the Administrative Agent, the such Issuing Bank, 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 . The failure of the Administrative Agent, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than 180 days prior to the Agent date that such Lender or a Lendersuch Issuing Bank, 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 of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, 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 the an Issuing Bank, a Lender Bank or a Participant 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, the such Issuing Bank, Bank or such Lender, or such Participant, 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 any such Lender, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the such Issuing Bank, any Bank or such Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent Issuing Banks or a 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 within 180 days of the date the Administrative Agent, such Issuing Bank or such Lender, 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 becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Agent or such Lender, as applicable, first notifies 180-day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the an Issuing Bank, a Lender Bank or a Participant 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, the such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, Bank or such Lender or such Participant 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, the an Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Sectionexcept that, the Agent or a Lender, as the case may be, Borrower shall not be entitled responsible for such compensation or requirement to compensation for make any such amount relating to any period ending more than six months prior to other payments if the Borrower is not notified within two hundred seventy (270) days following the date that of the Agent effectiveness or implementation (which may be retroactive, in which case such Lender270-day period shall still, as applicablefor the avoidance of doubt, first notifies be measured from the Borrower in writing thereof applicable date of the effectiveness or for any amounts resulting from a change implementation thereof) by any Lender the applicable Governmental Authority of its Lending Office (other than changes required by Applicable Law)the Regulatory Change giving rise thereto. The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 an Issuing Bank, such Bank or a Lender, or such Participant, 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, the applicable Issuing Bank and or the applicable Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, 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 such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Agent date that such Lender or a Lendersuch Issuing Bank, 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 of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the any Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of any Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six nine months prior to the date that the Agent or such Lender, as applicable, first Lender notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, Agent or such Lender, or such Participant, 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 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 and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 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, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower of the Change in writing thereof Law giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 15 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Lender or such 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 Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, and (ii) in no event 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 be liable for any amounts resulting from a change by any Lender incurred more than 180 days prior to receipt of its Lending Office (other than changes required by Applicable Lawsuch notice). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, the Issuing Bank, such Lender, Bank or such Participant, 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. Amounts payable by the Borrower pursuant to this Section shall be due not later than 10 days after receipt by the Borrower of such certificate.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, Agent and each Participant, as the case may be, Xxxxxx agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); ) provided, further, that notwithstanding neither the foregoing provisions of this Section, the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, Agent or such Xxxxxx agrees to furnish to the Borrower (and in the case of the Issuing Banka Lender, a Lender or a Participant 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, the Issuing Bank, such Lender, Agent or such Participant, 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 purposesin good faith. The Borrower shall pay the Administrative Agent or any Lender, absent manifest erroras the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 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, Bank and each Lender, and each Participant, 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 such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Agent date that such Lender or a Lendersuch Issuing Bank, 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 of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the any Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Agent any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any such amount relating based upon a Regulatory Change pursuant to any period ending more than six months prior to the date subsection of this Section 4.1 unless such Person shall have determined that the Agent 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, 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) 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, Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent Issuing Bank or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Agent Administrative Agent, Issuing Bank or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies the Borrower in writing thereof loss, tax or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Bank, a Lender Bank or a Participant 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, the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding neither the foregoing provisions of this Section, the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Agent or such Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banka Lender, a Lender or a Participant 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 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 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, the Issuing Bank, such Lender, Agent or such Participant, 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 purposesin good faith. LEGAL02/38482536v6 The Borrower shall pay the Administrative Agent or any Lender, absent manifest erroras the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and hereunder, except to the extent set forth in the case of a Lender, to the Administrative Agentimmediately following subsection (f); provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Agent an Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the Agent 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 none of the Administrative Agent, an Issuing Bank or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 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, Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date 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 neither the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by nor any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, Agent or such Lender, or such Participant, 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 or any such Lender, as the case may be, the amount shown as due on any such certificate within 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 Lender, Lender and each Participant, Participant as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank, a Lender or a Participant, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions Borrower shall not be required to compensate the Administrative Agent, a Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, notifies the Borrower of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Agent Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof); provided, further, however, that the Administrative Agent, any Issuing Bank, a Lender or a LenderParticipant, as the case may be, shall not be entitled to submit a claim for compensation for any such amount relating based upon a Regulatory Change pursuant to any period ending more than six months prior to the date subsection of this Section 5.1 unless such Person shall have determined that the Agent 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a 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, Bank or such Lender, or such Participant, 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, the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Agent any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the Agent making of such 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 a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the any Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 or any such Lender, as the case may be, the amount shown as due on any such certificate within 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, Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, Borrower shall not be required to compensate the Administrative Agent or a Lender, as the case may be, shall not be entitled Lender pursuant to compensation this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent or such Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, Agent or such Lender, or such Participant, 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 and any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Agent date that such Lender or a Lendersuch Issuing Bank, 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 of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, 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 its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a 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, Bank or such Lender, or such Participant, 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, the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, 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 its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a 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, Bank or such Lender, or such Participant, 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, the Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (o) The Credit Agreement is hereby further amended by restating Section 4.2.(a) thereof in its entirety as follows: (a) the Administrative Agent shall determine (which determination shall be conclusive absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period, or the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein; or (p) The Credit Agreement is hereby further amended by restating Section 4.3. thereof in its entirety as follows:

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower Representative (and in the case of an Issuing Bank, a Lender or a Participant, the Administrative Agent as well) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, any Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in hereunder. Notwithstanding the case of foregoing sentence, the Borrowers shall not be required to compensate a 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 Administrative Agent); provideddate that such Lender, further, that notwithstanding the foregoing provisions of this Section, the Agent such Participant or a Lendersuch Issuing Bank, 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 Representative of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s, such Participant’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of the an Issuing Bank, a Lender or a 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 such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions of this SectionBorrower shall not be required to compensate the Administrative Agent, the Agent a Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, 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 of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, a Lender or a 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 such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, and provided that such determinations are made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the 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, 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, the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Sectionexcept that, the Agent or a Lender, as the case may be, Borrower shall not be entitled responsible for such compensation or requirement to compensation for make any such amount relating to any period ending more than six months prior to other payments if Borrower is not notified within two hundred seventy (270) days following the date that of the Agent effectiveness or implementation (which may be retroactive, in which case such Lender270-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or implementation thereof) by the applicable Governmental Authority of the Regulatory Change or risk-based capital guideline, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)giving rise thereto. The Administrative Agent, the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a 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, Bank or such Lender, or such Participant, 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, 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) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Agent Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the Agent 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 none of the Administrative Agent, the Issuing Bank or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a 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, Bank or such Lender, or such Participant, 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, the Issuing Bank or any such Lender, as the case may be, the amount shown as due on any such certificate within 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, the Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the 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, 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, the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Agent date that such Lender or a Lenderthe Issuing Bank, 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 of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or the Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a 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, Bank or such Lender, or such Participant, 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 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, the Issuing BankBanks, each Lender, Lender and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the Agent or any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent such Lender or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Lender and each Participant, 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 six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a Participant 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, the Issuing Bank, such Lender, Agent or such Participant, 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 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent or such Lender or such 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, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding ) and (ii) in no event shall the foregoing provisions of this Section, the Agent or a Lender, as the case may be, shall not Borrower be entitled to compensation liable for any such amount relating to any period ending amounts incurred more than six months 180 days prior to the date that the receipt of such notice. 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 its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, Xxxxxx agrees to furnish to the Borrower (and in the case of the Issuing Banka Lender, a Lender or a Participant 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, the Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith. (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (B) If (i) any Lender determines that any Regulatory Change regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies and the policies of such Xxxxxx’s holding company with respect to capital adequacy and liquidity) and (ii) such Lender is generally imposing such additional amount or amounts on other borrowers of such Lender in similar circumstances, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Xxxxxx’s holding company for any such reduction suffered. (C) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (D) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 270-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, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); , provided, further, that notwithstanding (i) the foregoing provisions Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of this Sectionthe 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 six-month period referred to above shall be extended to include the period of retroactive effect thereof), and (ii) neither the Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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 Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent Issuing Bank or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Agent Administrative Agent, Issuing Bank or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies the Borrower in writing thereof loss, tax or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Bank, a Lender Bank or a Participant 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, the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the such Issuing Bank, any Bank or such Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent Issuing Banks or a 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 Borrowers within 180 days of the date the Administrative Agent, such Issuing Bank or such Lender, 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 becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Agent or such Lender, as applicable, first notifies 180- day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, 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 the an Issuing Bank, a Lender Bank or a Participant 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, the such Issuing Bank, Bank or such Lender, or such Participant, 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, such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Agent any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any such amount relating based upon a Regulatory Change pursuant to any period ending more than six months prior to the date subsection of this Section 4.1 unless such Person shall have determined that the Agent 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, 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) 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, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the 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, the any Issuing Bank, or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Agent date that such Lender or a Lendersuch Issuing Bank, 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 of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept 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 each Issuing Bank, each Lender and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, or a Lender or a 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 such Issuing Bank, or such Lender, or such Participant, 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, 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, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the 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, 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, the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (hereunder; and in provided further that the case of Borrower shall not be required to compensate a Lender, the Issuing Bank or the Administrative Agent pursuant to this Section 4.1. for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Lender, the Issuing Bank or the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, 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 of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s, the Issuing Bank’s or the Administrative Agent’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, Bank or a Lender or a Participant 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, the Issuing Bank, Bank or such Lender, or such Participant, 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, the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Existing Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding neither the foregoing provisions of this Section, the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Agent or such Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banka Lender, a Lender or a Participant 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 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 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, the Issuing Bank, such Lender, Agent or such Participant, 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 purposesin good faith. The Borrower shall pay the Administrative Agent or any Lender, absent manifest erroras the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent or such Lender, as applicable, first Lender notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, Agent or such Lender, or such Participant, 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 and or any such Lender, as the case may be, the amount shown as due on any such certificate within 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, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, 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 its Lending Office (other than changes required by Applicable Law), except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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 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 Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Agent any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the Agent 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a 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 such Issuing Bank, Bank or such Lender, or such Participant, 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, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 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, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the such Issuing Bank, 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, the any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent Administrative Agent, such Issuing Bank or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent, such Issuing Bank or such Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, the each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Bank, Bank or a Lender or a Participant 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, the such Issuing Bank, Bank or such Lender, or such Participant, 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, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding neither the foregoing provisions of this Section, the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date 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 Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Agent or such Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banka Lender, a Lender or a Participant 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 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 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, the Issuing Bank, such Lender, Agent or such Participant, 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 purposesin good faith. The Borrower shall pay the Administrative Agent or any Lender, absent manifest erroras the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, 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 its Lending Office (other than changes required by Applicable Law), except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, Agent or such Lender, or such Participant, 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 or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, 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, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding . Notwithstanding the foregoing provisions of this Section, the Agent or Administrative Agent, the Issuing Bank, a Lender, as the case may be, Lender and a Participant shall not be entitled to compensation for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent or such Lender, as applicable, first Person notifies the Borrower in writing thereof of the event giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Person's intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if such event giving rise to such increased costs or reductions is retroactive, then the six‑month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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 Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Closing Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, except to the Administrative Agentextent set forth in subsection (f); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date 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 none of the Administrative Agent or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees agree to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, Agent or such Lender, or such Participant, 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 or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, Agent 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, the Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Agent or such Lender, as applicable, first Lender notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a 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, Agent or such Lender, or such Participant, 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 and or any such Lender, as the case may be, the amount shown as due on any such certificate within 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