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

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

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, any reduction in amounts, loss, tax or other additional amount under this Article V if such Lender or any Participant pursuant fails to provide such notice to the foregoing provisions Borrower within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)other additional amount. The Administrative Agent or such Agent, each Issuing Bank, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are determination is made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 sixnine-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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determinations are made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

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

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent or such Lender or such Participant (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent and or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date entitling the Administrative 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any Agent or a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the intention of the Administrative Agent’s Agent or such Lender’s or such Participant’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 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 (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveshall, 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 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, such Issuing Bank or any such Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided further, the Borrower shall not be required to compensate that none of the Administrative Agent, the Issuing Banks or the Lenders shall be entitled to claim any Lender additional cost, reduction in amounts, loss, tax or any Participant pursuant other additional amount under this Article V if such Person fails to provide such notice to the foregoing provisions Borrower within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) notifies , as the Borrower case may be, becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and and, in the case of a Lender an Issuing Bank or a ParticipantLender, to the Administrative AgentAgent as well) 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, 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding , except to the foregoingextent set forth in subsection (f); provided, the Borrower shall not be required to compensate further, that the Administrative Agent, any Lender an Issuing Bank or any Participant pursuant a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the foregoing provisions last sentence of this Section for any increased costs incurred or reductions suffered more than six months prior to the date definition of the term “Regulatory Change” unless such Person shall have determined that the Administrative Agent or making of such Lender or claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such Participant claims (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and it being agreed that none of the Administrative Agent’s , an Issuing Bank or such Lender’s or such Participant’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 a Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determinations are made Issuing Bank or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any an Issuing Bank or a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the intention of the Administrative Agent’s , such Issuing Bank or such Lender’s or such Participant’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveshall, 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 Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating 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, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent or such Agent, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent). 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 and provided that such determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the foregoingcontrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any such increased costs or reduced return incurred or reductions suffered more than six months prior to the date that the Administrative Agent or by such Lender or such Participant more than one-hundred-eighty (through its participating Lender180) notifies the Borrower of the Regulatory Change giving rise days prior to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention written request to claim the Borrower for such compensation therefor (except that, that if the Regulatory Change event giving rise to such the increased costs or reductions reduced return is retroactive, then the sixone-month hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any an Issuing Bank or a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the intention of the Administrative Agent’s , such Issuing Bank or such Lender’s or such Participant’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveshall, 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 and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing, except that, the Borrower shall not be required responsible for such compensation or requirement to compensate make any other payments if the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to Borrower is not notified within two hundred seventy (270) days following the date that of the Administrative Agent effectiveness or implementation (which may be retroactive, in which case such Lender 270-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or such Participant (through its participating Lenderimplementation thereof) notifies by the Borrower applicable Governmental Authority of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)thereto. The Administrative Agent or such Lender or such Participant (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent or any Lender or any Participant a Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent or the applicable Lender, as the case may be, the amount shown as due on any such determinations are made on a reasonable basis and in good faithcertificate within ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding ; provided further, that none of the foregoingAdministrative Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Person fails to provide such notice to the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and and, in the case of a Lender or a ParticipantLender, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, such Issuing Bank or any such Lender or any Participant (through its participating Lender) to give such notice shall not release the any Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided further, the Borrower shall not be required to compensate that none of the Administrative Agent, the Issuing Banks or the Lenders shall be entitled to claim any Lender additional cost, reduction in amounts, loss, tax or any Participant pursuant other additional amount under this Article V. if such Person fails to provide such notice to the foregoing provisions Borrowers within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) notifies , as the Borrower case may be, becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of a Lender an Issuing Bank or a ParticipantLender, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive, provided that such determinations are (i) made on a reasonable basis and in good faithfaith (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 and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower Representative of any event occurring after the Agreement Closing Date entitling the Administrative 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 or any such Lender or any Participant (through its participating Lender) to give such notice shall not release the any Borrower from any of their its obligations hereunder. Notwithstanding ; provided further, that none of the foregoingAdministrative Agent or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions Representative within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies , as the Borrower case may be, becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (Representative, and in the case of a Lender or a ParticipantLender, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusive, provided that such determinations are (i) made on a reasonable basis and in good faithfaith (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 Agent, each Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of 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, 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, provided that such determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the foregoingcontrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions reduced return incurred by such Lender more than one-hundred-eighty (180) days prior to such Xxxxxx’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the sixone-month hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 and Agent, Issuing Bank, each Lender and each Participant (through its participating Lender), 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 or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, a Lender, any Lender Issuing Bank or any a Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months one hundred eighty (180) days prior to the date that the Administrative Agent Agent, such Lender, such Issuing Bank or such Lender or such Participant (through its participating Lender) Participant, as the case may be, notifies the Borrower of the Regulatory Change giving rise event entitling such Person to such increases costs or reductions compensation under this Section, and of the Administrative Agent’s or such Lender’s or such ParticipantPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing, except that, the Borrower shall not be required responsible for such compensation or requirement to compensate make any other payments if the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to Borrower is not notified within one hundred eighty (180) days following the date that of the Administrative Agent effectiveness or implementation (which may be retroactive, in which case such Lender 180-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or such Participant (through its participating Lenderimplementation thereof) notifies by the Borrower applicable Governmental Authority of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)thereto. The Administrative Agent or such Lender or such Participant (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent or any Lender or any Participant a Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent or the applicable Lender, as the case may be, the amount shown as due on any such determinations are made on a reasonable basis and in good faithcertificate within ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any a Participant pursuant to the foregoing provisions of this Section or Section 3.10 for any increased costs incurred or reductions suffered more than six months 90 days prior to the date that the Administrative Agent or Agent, such Lender or such Participant (through its participating Lender) Participant, as the case may be, notifies the Borrower in writing of the Regulatory Change giving rise event entitling such Person to such increases costs compensation under this Section or reductions Section 3.10, as applicable, and of the Administrative Agent’s or such Lender’s or such ParticipantPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six90-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Agent, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, Participant to the Administrative AgentAgent as well) 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, and that such Person generally charges the same amounts to similarly situated Borrowers. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, the Issuing Banks and each Lender and each Participant (through its participating Lender)the 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the . The failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding ; provided, however, that the foregoing, the Borrower Borrowers shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months 180 days prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of a Lender an Issuing Bank or a ParticipantLender, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive, provided that such determinations are (i) made on a reasonable basis and in good faithfaith (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 Agent, each Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of 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, 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, provided that such determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the foregoingcontrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions reduced return incurred by such Lender more than one-hundred-eighty (180) days prior to such Lender’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the sixone-month hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Administrative Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Borrower Administrative Agent) provided, further, that neither the Administrative Agent nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to compensate disclose any confidential or proprietary information in connection with such determination or the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions making of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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 thereofclaim). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a ParticipantLender, to the Administrative Agent) 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 in reasonable detail 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent or any 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, such Issuing Bank or any such Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided further, the Borrower shall not be required to compensate that none of the Administrative Agent, the Issuing Banks or the Lenders shall be entitled to claim any Lender additional cost, reduction in amounts, loss, tax or any Participant pursuant other additional amount under this Article V. if such Person fails to provide such notice to the foregoing provisions Borrower within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) notifies , as the Borrower case may be, becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and and, in the case of a Lender an Issuing Bank or a ParticipantLender, to the Administrative AgentAgent as well) 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, 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. Absent manifest error, determinations that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, any reduction in amounts, loss, tax or other additional amount under this Article V if such Lender or any Participant pursuant fails to provide such notice to the foregoing provisions Borrower within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)other additional amount. The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating 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, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are determination is made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding ; provided further, that none of the foregoingAdministrative Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)other additional amount. The Administrative Agent or such Lender or such Participant (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and and, in the case of a Lender or a ParticipantLender, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder; provided, further, that the Administrative Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). Notwithstanding The Administrative Agent, each Issuing Bank and each Lender, as the foregoingcase may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, 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, any Lender such Issuing Bank or any Participant such Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions Additional Costs suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the six-month six (6)-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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding ; provided further, that none of the foregoingAdministrative Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and and, in the case of a Lender or a ParticipantLender, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent or Agent, such Issuing 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 Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower Borrowers from any of their obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrowers (and in the case of 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, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything in Section 3.10 or this Section 4.01 to the foregoingcontrary, the Borrower Borrowers shall not be required to compensate the Administrative Agenta Lender, any Lender Issuing Bank or any Participant pursuant to the foregoing provisions of this Section such Sections for any increased costs amount incurred or reductions suffered more than six months ninety (90) days prior to the date that the Administrative Agent such Lender, Issuing Bank or such Lender or such Participant (through its participating Lender) notifies the Borrower obtains actual knowledge of the Regulatory Change giving event that gives rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change change giving rise to such increased costs or reductions claim is retroactive, then the six90-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, each Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, any Lender a Lender, an Issuing Bank or any a Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months 180 days prior to the date that the Administrative Agent Agent, such Lender, such Issuing Bank or such Lender or such Participant (through its participating Lender) Participant, as the case may be, notifies the Borrower of the Regulatory Change giving rise event entitling such Person to such increases costs or reductions compensation under this Section, and of the Administrative Agent’s or such Lender’s or such ParticipantPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Agent, each Issuing Bank, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank, a Lender or a Participant, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, provided that the failure of the Administrative Agent Agent, an Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing, except that, the Borrower shall not be required responsible for such compensation or requirement to compensate make any other payments if the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to Borrower is not notified within two hundred seventy (270) days following the date that of the Administrative Agent effectiveness or implementation (which may be retroactive, in which case such Lender 270-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or such Participant (through its participating Lenderimplementation thereof) notifies by the Borrower applicable Governmental Authority of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)thereto. The Administrative Agent or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, an Issuing Bank or any Lender or any Participant a Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that 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 determinations are made on a reasonable basis and in good faithcertificate within ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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-nine- 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determinations are made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change in Law giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change in Law giving rise to such increased costs or reductions is retroactive, then the 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determinations are made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 15 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating 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, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)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 or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the any Borrower from any of their its obligations hereunder. Notwithstanding the foregoingforegoing sentence, the Borrower Borrowers shall not be required to compensate a Lender, a Participant or the Administrative Agent, any Lender or any Participant Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender or Lender, such Participant (through its participating Lender) or the Issuing Bank, as the case may be, notifies the Borrower Representative of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agentsuch Lender’s, such Participant’s or such Lender’s or such Participantthe 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 sixnine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating 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, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Administrative Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Agent); provided that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant Issuing Lender pursuant to the foregoing provisions of this Section 5.1.(d) for any increased costs Additional Costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Issuing Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions Additional Costs, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the sixnine-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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a ParticipantLender, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent). The Administrative Agent, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, 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. Notwithstanding anything to the foregoingcontrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any such increased costs or reduced return incurred or reductions suffered more than six months prior to the date that the Administrative Agent or by such Lender or such Participant more than one-hundred-eighty (through its participating Lender180) notifies the Borrower of the Regulatory Change giving rise days prior to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention written request to claim the Borrower for such compensation therefor (except that, that if the Regulatory Change event giving rise to such the increased costs or reductions reduced return is retroactive, then the sixone-month hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, each Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of 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, 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. Notwithstanding anything to the foregoingcontrary contained in the preceding subsections of this Section 5.1., the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any such increased costs or reduced return incurred or reductions suffered more than six months prior to the date that the Administrative Agent or by such Lender or such Participant more than one hundred eighty (through its participating Lender180) notifies the Borrower of the Regulatory Change giving rise days prior to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention written request to claim the Borrower for such compensation therefor (except that, that if the Regulatory Change event giving rise to such the increased costs or reductions reduced return is retroactive, then the six-month one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder; provided, further, that the Administrative Agent or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). Notwithstanding The Administrative Agent and each Lender, as the foregoingcase may be, agrees to furnish to the Borrower a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent 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, Agent and any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions Additional Costs suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions Additional Costs, and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the 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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, the Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided further, the Borrower shall not be required to compensate that none of the Administrative Agent, Issuing Bank or Lenders shall be entitled to claim any Lender additional cost, reduction in amounts, loss, tax or any Participant pursuant other additional amount under this Article V. if such Person fails to provide such notice to the foregoing provisions Borrower within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, Issuing Bank or such Lender or such Participant (through its participating Lender) notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)other additional amount. The Administrative Agent or such Lender or such Participant (through its participating Agent, the Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and and, in the case of a Lender the Issuing Bank or a ParticipantLender, to the Administrative AgentAgent as well) 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, 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. Absent manifest error, determinations that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Administrative Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Borrower Administrative Agent); provided, further, that neither the Administrative Agent nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to compensate disclose any confidential or proprietary information in connection with such determination or the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions making of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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 thereofclaim). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a ParticipantLender, to the Administrative Agent) 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 in reasonable detail 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith. LEGAL02/38482536v6 The Borrower shall pay the Administrative Agent or any 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 Agent, each Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, a Lender, any Lender Issuing Bank or any a Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months 180 days prior to the date that the Administrative Agent Agent, such Lender, such Issuing Bank or such Lender or such Participant (through its participating Lender) Participant, as the case may be, notifies the Borrower of the Regulatory Change giving rise event entitling such Person to such increases costs or reductions compensation under this Section, and of the Administrative Agent’s or such Lender’s or such ParticipantPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Agent, each Issuing Bank, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank, a Lender or a Participant, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor 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 or such Lender or such Participant (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent or Agent, such Issuing 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 Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower Borrowers from any of their obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrowers (and in the case of 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, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything in Section 3.10 or this Section 4.01 to the foregoingcontrary, the Borrower Borrowers shall not be required to compensate the Administrative Agenta Lender, any Lender Issuing Bank or any Participant pursuant to the foregoing provisions of this Section such Sections for any increased costs amount incurred or reductions suffered more than six months ninety (90) days prior to the date that the Administrative Agent such Lender, Issuing Bank or such Lender or such Participant (through its participating Lender) notifies the Borrower obtains actual knowledge of the Regulatory Change giving event that gives rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change change giving rise to such increased costs or reductions claim is retroactive, then the six90-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 Agent, Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, the Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder; provided, further, that the Administrative Agent, the Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that 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 determination or the making of such claim). Notwithstanding The Administrative Agent, the foregoingIssuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, 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 or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions Additional Costs suffered more than six months prior to the date that the Administrative Agent Agent, the Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions Additional Costs, and of the Administrative Agent’s, Issuing Bank’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the 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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, each Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)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 or Agent, 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 or Agent, any Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the any Borrower from any of their its obligations hereunder. Notwithstanding the foregoingforegoing sentence, the Borrower Borrowers shall not be required to compensate the Administrative Agenta Lender, any Lender a Participant or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent such Lender, such Participant or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower Representative of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agentsuch Lender’s, such Participant’s or such Lender’s or such ParticipantIssuing 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 sixnine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Agent, each Issuing Bank, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of an Issuing Bank, a Lender or a Participant, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 Agent, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunderhereunder (and in the case of a Xxxxxx, to the Administrative Agent). The Administrative Agent, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, 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. Notwithstanding anything to the foregoingcontrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any such increased costs or reduced return incurred or reductions suffered more than six months prior to the date that the Administrative Agent or by such Lender or such Participant more than one-hundred-eighty (through its participating Lender180) notifies the Borrower of the Regulatory Change giving rise days prior to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention written request to claim the Borrower for such compensation therefor (except that, that if the Regulatory Change event giving rise to such the increased costs or reductions reduced return is retroactive, then the sixone-month hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, (i) the failure of the Administrative Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Agent) and (ii) in no event shall the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section liable for any increased costs amounts incurred or reductions suffered more than six months 180 days prior to the date that the Administrative receipt of such notice. The Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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 (through its participating Lender) Xxxxxx agrees to furnish to the Borrower (and in the case of a Lender or a ParticipantLender, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant 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 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 and Agent, the Issuing Banks, each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Administrative Agent or any Issuing Bank, Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determinations are made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, the Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, the Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant the Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) the Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such Participantthe 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 sixnine-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 (through its participating Agent, the Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any the Issuing Bank and or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to ). Notwithstanding the foregoing provisions of this Section Section, the Administrative Agent, a Lender and a Participant shall not be entitled to compensation for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Person notifies the Borrower of the Regulatory Change event giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such Participant’s Person's intention to claim compensation therefor (except that, if the Regulatory Change such event giving rise to such increased costs or reductions is retroactive, then the six-month six‑month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Agent, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, the Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing, ; and provided further that the Borrower shall not be required to compensate a Lender, the Issuing Bank or the Administrative Agent, any Lender or any Participant Agent pursuant to the foregoing provisions of this Section 4.1. for any increased costs incurred or reductions suffered more than six months 270 days prior to the date that such Lender, the Issuing Bank or the Administrative Agent or such Lender or such Participant (through its participating Lender) Agent, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of such Lender’s, the Issuing Bank’s or the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six270-month day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Agent, the Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest errorAdministrative Agent, the Issuing Bank or such Lender, as the case may be, shall make all determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change in good faith and determinations by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change made in good faith shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, the Issuing Bank and or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Agent), provided, further, that (i) the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant the Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 nor a Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating 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, Participant to the Administrative AgentAgent as well) 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 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), as the case may be, Xxxxxx agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Administrative Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Borrower Administrative Agent) provided, further, that neither the Administrative Agent nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to compensate disclose any confidential or proprietary information in connection with such determination or the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions making of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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 thereofclaim). The Administrative Agent or such Lender or such Participant (through its participating Lender) Xxxxxx agrees to furnish to the Borrower (and in the case of a Lender or a ParticipantLender, to the Administrative Agent) 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 in reasonable detail 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent or any 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 Agent, Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, the Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing, except that, the Borrower shall not be required responsible for such compensation or requirement to compensate the Administrative Agent, make any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered 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 Administrative Agent effectiveness or implementation (which may be retroactive, in which case such Lender 270-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or such Participant (through its participating Lenderimplementation thereof) notifies by the Borrower applicable Governmental Authority of the Regulatory Change or risk-based capital guideline, as applicable, giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)thereto. The Administrative Agent or such Lender or such Participant (through its participating Agent, the Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, the Issuing Bank and or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 sixnine-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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determinations are made LEGAL 4867-4266-3982v.3 Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, the Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent or such Lender or such Participant (through its participating Agent, the Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, the Issuing Bank and or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank, and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank, or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank, or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 sixnine-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 (through its participating Agent, each Issuing Bank, and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank, or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank, or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveshall, 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder; provided, further, that the Administrative Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). Notwithstanding The Administrative Agent, each Issuing Bank and each Lender, as the foregoingcase may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, 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, any Lender such Issuing Bank or any Participant such Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions Additional Costs suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the 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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor 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 or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determinations are made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding , except to the foregoingextent set forth in the immediately following subsection (f); provided, the Borrower shall not be required to compensate further, that the Administrative Agent, any Lender an Issuing Bank or any Participant pursuant a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the foregoing provisions last sentence of this Section for any increased costs incurred or reductions suffered more than six months prior to the date definition of the term “Regulatory Change” unless such Person shall have determined that the Administrative Agent or making of such Lender or claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such Participant claims (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and it being agreed that none of the Administrative Agent’s , an Issuing Bank or such Lender’s or such Participant’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 a Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determinations are made Issuing Bank or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent and Agent, Issuing Bank, each Lender and each Participant (through its participating Lender), 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 or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Administrative Agent); provided, further, however, that the Borrower shall not be required to compensate the Administrative Agent, a Lender, any Lender Issuing Bank or any a Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months one hundred eighty (180) days prior to the date that the Administrative Agent Agent, such Lender, such Issuing Bank or such Lender or such Participant (through its participating Lender) Participant, as the case may be, notifies the Borrower of the Regulatory Change giving rise event entitling such Person to such increases costs or reductions compensation under this Section, and of the Administrative Agent’s or such Lender’s or such ParticipantPerson’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six180-month day period referred to above shall be extended to include the period of retroactive effect thereof); provided, further, however, that the Administrative Agent, any Issuing Bank, a Lender or a Participant, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 5.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such ParticipantIssuing 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder; provided, further, that the Administrative Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). Notwithstanding The Administrative Agent, each Issuing Bank and each Lender, as the foregoingcase may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, 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, any Lender such Issuing Bank or any Participant such Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions Additional Costs suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s or such ParticipantXxxxxx’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the six-month six (6)-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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any an Issuing Bank or a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the intention of the Administrative Agent’s , such Issuing Bank or such Lender’s or such Participant’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 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 (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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; 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveshall, 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 and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the sixnine-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 (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent and or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Existing Agreement Date entitling the Administrative Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Administrative Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Borrower Administrative Agent); provided, further, that neither the Administrative Agent nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to compensate disclose any confidential or proprietary information in connection with such determination or the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions making of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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 thereofclaim). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a ParticipantLender, to the Administrative Agent) 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 in reasonable detail 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent or any 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 Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or 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, (i) the failure of the Administrative Agent or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant and (through its participating Lenderii) notifies in no event shall the Borrower be liable for any amounts incurred more than 180 days prior to receipt of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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 thereofnotice). The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating 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, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in 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 and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any Agent or a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the intention of the Administrative Agent’s Agent or such Lender’s or such Participant’s intention Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 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 (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveshall, 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder; provided, further, that the Administrative Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). Notwithstanding The Administrative Agent, each Issuing Bank and each Lender, as the foregoingcase may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, 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, any Lender such Issuing Bank or any Participant such Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions Additional Costs suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s or such ParticipantLxxxxx’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the six-month six (6)-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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, however, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six nine months prior to the date that such Lender, as the Administrative Agent or such Lender or such Participant (through its participating Lender) case may be, notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the sixnine-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 (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent and or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent or such Agent, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunderhereunder (and in the case of a Lender, to the Administrative Agent). 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, provided that such determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the foregoingcontrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions reduced return incurred by such Lender more than one-hundred-eighty (180) days prior to such Lender’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the sixone-month hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing, the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant except to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date extent set forth in subsection (f); provided, further, that the Administrative Agent or such Lender or such Participant (through its participating a Lender) notifies , as the Borrower case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change giving rise Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such increases costs or reductions and claims (it being agreed that none of the Administrative Agent’s Agent or such Lender’s or such Participant’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 a Lender shall be extended required to include disclose any confidential or proprietary information in connection with such determination or the period making of retroactive effect thereofsuch claim). The Administrative Agent or such Lender or such Participant (through its participating and each Lender) agrees , as the case may be, agree to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent or any such determinations are made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such Participant’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 (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, and each Lender and each Participant (through its participating Lender), 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 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 or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, any a Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such Participant’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 (through its participating and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative AgentAgent 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 or such Lender for compensation under this Section. Absent manifest errorLender, determinations by as the Administrative Agent or any Lender or any Participant case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 Agent, Issuing Bank, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or 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 or Agent, the Issuing Bank, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to ). Notwithstanding the foregoing provisions of this Section Section, the Administrative Agent, the Issuing Bank, a Lender and a Participant shall not be entitled to compensation for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) Person notifies the Borrower of the Regulatory Change event giving rise to such increases increased costs or reductions reductions, and of the Administrative Agent’s or such Lender’s or such Participant’s Person's intention to claim compensation therefor (except that, if the Regulatory Change such event giving rise to such increased costs or reductions is retroactive, then the six-month six‑month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Agent, the Issuing Bank, each Lender or such Participant (through its participating 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, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, Issuing Bank and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent Agent, the Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided further, the Borrower shall not be required to compensate that none of the Administrative Agent, Issuing Bank or Lenders shall be entitled to claim any Lender additional cost, reduction in amounts, loss, tax or any Participant pursuant other additional amount under this Article V. if such Person fails to provide such notice to the foregoing provisions Borrower within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, Issuing Bank or such Lender or such Participant (through its participating Lender) notifies the Borrower becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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)other additional amount. The Administrative Agent or such Lender or such Participant (through its participating Agent, the Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and and, in the case of a Lender the Issuing Bank or a ParticipantLender, to the Administrative AgentAgent as well) 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, 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. Absent manifest error, determinations that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, such Issuing Bank or any such Lender or any Participant (through its participating Lender) to give such notice shall not release the any Borrower from any of their its obligations hereunder. Notwithstanding the foregoing; provided further, the Borrower shall not be required to compensate that none of the Administrative Agent, the Issuing Banks or the Lenders shall be entitled to claim any Lender additional cost, reduction in amounts, loss, tax or any Participant pursuant other additional amount under this Article V. if such Person fails to provide such notice to the foregoing provisions Borrowers within 180 days of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) notifies , as the Borrower case may be, becomes aware of the Regulatory Change occurrence of the event giving rise to such increases costs the additional cost, reduction in amounts, loss, tax or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except other additional amount; provided further that, if the Regulatory Change such occurrence giving rise to such increased costs or reductions is retroactive, then the six-month 180- day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Agent, each Issuing Bank and each Lender) , as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of a Lender an Issuing Bank or a ParticipantLender, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive, provided that such determinations are (i) made on a reasonable basis and in good faithfaith (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 Agent, each Lender, and each Lender and each Participant (through its participating Lender)Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or Agent, 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 or Agent, any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent or such Agent, each Lender or such Participant (through its participating Lender) and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of a Lender or a Participant, Participant to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, such Lender, or any Lender or any Participant such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive and binding for all purposes, provided that such determinations are made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Administrative Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, to the Borrower Administrative Agent); provided, further, that neither the Administrative Agent nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to compensate disclose any confidential or proprietary information in connection with such determination or the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions making of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’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 thereofclaim). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a ParticipantLender, to the Administrative Agent) 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 in reasonable detail 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent or any 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 Agent, each Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, any Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder; provided, further, that the Administrative Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers (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 determination or the making of such claim). Notwithstanding The Administrative Agent, each Issuing Bank and each Lender, as the foregoingcase may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank 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 or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions Additional Costs suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender or such Participant (through its participating Lender) , as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions Additional Costs, and of the Administrative Agent’s, Issuing Bank’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions Additional Costs is retroactive, then the 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 (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) 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. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, 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 Agent, Issuing Bank and each Lender and each Participant (through its participating Lender), 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 Agent, the Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their its obligations hereunder. Notwithstanding hereunder (and in the foregoingcase of a Lender, the Borrower shall not be required to compensate the Administrative Agent); provided, any Lender or any Participant pursuant to further, that notwithstanding the foregoing provisions of this Section Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any increased costs incurred or reductions suffered such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) , as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor its Lending Office (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereofother than changes required by Applicable Law). The Administrative Agent or such Lender or such Participant (through its participating Agent, the Issuing Bank and each Lender) , as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank or a Lender or a Participant, to the Administrative AgentAgent as well) 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. Absent manifest error, determinations Determinations by the Administrative Agent Agent, the Issuing Bank or any Lender or any Participant such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusiveconclusive 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 that such determinations are made on a reasonable basis and in good faith.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: