Common use of Reimbursement for Increased Costs Clause in Contracts

Reimbursement for Increased Costs. If any Credit Party shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on such Credit Party any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, pay such Credit Party within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit Party; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time.

Reimbursement for Increased Costs. If any Credit Party shall determine that a Regulatory Change: law or guideline or interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof or compliance with any request or directive of any governmental authority (whether or not having the force of law) now existing or hereafter adopted (a) does or shall (i) subject it subjects Holder to any Tax of any kind whatsoever with respect to any Eurodollar Advances tax or its obligations under this Agreement to make Eurodollar Advances, or (ii) change changes the basis of taxation of with respect to this Note, the Loan or payments to it by Borrower of principal, interest or any other amount payable amounts due from Borrower hereunder in respect or thereunder (except for taxes on the overall net income or overall gross receipts of Holder imposed as a result of a present or former connection between the jurisdiction of the governmental authority imposing such tax on Holder, provided that this exclusion shall not apply to a connection arising solely from Holder having executed, delivered, performed its Eurodollar Advancesobligations under, or impose on such Credit Party received a payment under, or enforced, any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition ofas defined in Section 8.1.1 below)), or change in the rate of, any Income Tax applicable to such Lender); or (b) does imposes upon Holder any other condition or shall imposeexpense with respect to this Note, modify the Loan or make applicable its making, maintenance or funding of any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, part of the Loan or any other acquisition of funds bysecurity therefor, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of makingto, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advancesreduce the income receivable by, or to reduce impose any amount receivable hereunder in respect expense (including, without limitation, loss of its Eurodollar Advancesmargin) upon, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder Holder with respect to the Letters Note, or the making, maintenance or funding of Creditany part of the Loan, then, in any such case, the Borrower shall, without duplication of other payments hereunder, pay such Credit Party within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party for such additional cost or reduction in such an amount receivable which such Lender Holder reasonably deems to be material as material, Holder may from time to time notify Borrower of the amount determined in good faith (using any averaging and attribution methods) by Holder (which determination shall be conclusive absent manifest error) to be necessary to compensate Holder for such Credit Party; providedincrease, howeverreduction or imposition and, that nothing in this Section if Borrower is by law prohibited from paying any such amount which is material, Holder may elect to declare the unpaid principal balance hereof and all interest accrued thereon immediately due and payable. Such amount shall require the be due and payable by Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand Holder thirty (30) days after such compensation at any timenotice is given.

Reimbursement for Increased Costs. If any Credit Party the Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar LIBOR Advances or its obligations under this Agreement to make Eurodollar LIBOR Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar LIBOR Advances, or impose on such Credit Party the Bank any other condition regarding the Letters of Credit condition, including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lendertax on the overall net income of the Bank); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender the Bank in respect of its Eurodollar LIBOR Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any LenderLIBOR; and the result of any of the foregoing is to increase the cost to such Lender the Bank of making, renewing, converting or maintaining its Eurodollar LIBOR Advances or its commitment to make such Eurodollar LIBOR Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar LIBOR Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party the Bank within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) amount as is sufficient to compensate such Credit Party the Bank for such additional cost or reduction in such amount receivable which such Lender the Bank deems to be material as determined by such Credit Partythe Bank; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Bank with respect to withholding Taxes for which the Borrower has no obligation under Section 3.103.9. No failure by any Credit Party the Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by the Bank to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar AdvancesChange shall, or (ii) change the basis Bank of taxation of payments to it of principalEngland does now or shall, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on such Credit Party any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances Fixed Rate Loans which is not otherwise included in the determination of a Eurodollar Rate, Core Currency Euro Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; Bid Rate, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances Fixed Rate Loans or its commitment to make such Eurodollar AdvancesFixed Rate Loans, or to reduce any amount receivable hereunder under the Loan Documents in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of CreditFixed Rate Loans, then, in any such case, the Parent Borrower shall, without duplication of other payments hereunder, agrees to pay such Credit Party Lender, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit Party; providedLender (which demand shall be accompanied by a statement setting forth the calculations of such additional amounts in reasonable detail which statement shall be conclusive absent manifest error). Notwithstanding anything to the contrary herein, however, that nothing in no amount shall be required to be paid pursuant to this Section to the extent that such amount shall require have been incurred by the Borrower applicable Lender more than 90 days prior to indemnify any Credit Party with respect the date on which such Lender shall have made demand therefor pursuant to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any timethis Section.

Reimbursement for Increased Costs. If any Credit Party Lender, the Agent or the Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Agent, the Issuing Bank or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for for, in each case, imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate Rate, or against any Letters of Credit issued by such the Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such the Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the each Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Agent, or the Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender Lender, the Issuing Bank or the Agent, as the case may be, deems to be material as determined by such Credit PartyLender, the Issuing Bank or the Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower Borrowers to indemnify any Credit Party the Lenders, the Agent, or the Issuing Bank, as the case may be, with respect to withholding Taxes for which the Borrower has Borrowers have no obligation under Section 3.10. No failure by any Credit Party Lender or the Agent, or the Issuing Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Agent or the Issuing Bank, as the case may be, to a Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If If, by reason of (a) any Credit Party shall determine that change in law or in its interpretation or administration and/or (b) compliance with any request from or requirement of any central bank or other fiscal, monetary or other authority (including, without limitation, a Regulatory Changerequest or requirement which affects the manner in which a Bank or any holding company of such Bank allocates capital resources to its obligations hereunder) whether or not having the force of law but which is commonly complied with by banks in the relevant jurisdiction: (a) does or shall (i) subject it to a Bank or any Tax holding company of any kind whatsoever with respect to any Eurodollar Advances or such Bank incurs an additional cost as a result of its having entered into and/or performing its obligations under this Agreement to make Eurodollar Advances, agreement and/or assuming or maintaining a Commitment under this agreement and/or participating in an Advance or Tranche hereunder; (ii) change the basis of taxation of payments to it of principal, interest a Bank or any other amount payable hereunder holding company of such Bank is unable to obtain the rate of return on its overall capital which it would have been able to obtain but for its having entered into and/or performing its obligations and/or assuming or maintaining a Commitment under this agreement and/or participating in respect of its Eurodollar Advances, an Advance or impose on such Credit Party Tranche; (iii) there is any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change increase in the rate of, any Income Tax applicable cost to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, a Bank or any other acquisition of funds by, any office holding company of such Lender in respect Bank of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate funding or against any Letters of Credit issued by such Issuing Bank maintaining all or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment Tranches; (iv) a Bank or a holding company of such Bank becomes liable to make such Eurodollar Advances, any payment on account of tax or otherwise (not being a tax imposed on the overall net income of the Bank or the net income of its Facility Office by the jurisdiction in which it is incorporated or in which its Facility Office is located) on or calculated by reference to the amount of the Advances or Tranches made or to reduce any amount receivable be made by it hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost and/or by reference to any Lender sum received or receivable by it hereunder, then the Parent shall (unless the same is dealt with by any other provision of participating therein or this agreement), from time to time on demand of the cost Agent, promptly pay to the Administrative Agent for the account of that Bank amounts sufficient to indemnify that Bank or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such caseholding company of such Bank against, as the Borrower shallcase may be, without duplication of other payments hereunder, pay such Credit Party within ten days after demand therefor, (i) such additional amounts cost, (calculated by ii) such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party for such additional cost or reduction in such amount receivable which rate of return (or such Lender deems proportion of such reduction as is, in the opinion of that Bank, attributable to be material as determined by its obligations hereunder), (iii) such Credit Party; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver (or such proportion of such increased cost as is, in the opinion of that Bank, attributable to its right to demand (or any holding company of such compensation at Bank) funding or maintaining any timeAdvances or Tranches hereunder) or (iv) such liability.

Reimbursement for Increased Costs. If any Credit Party Lender, the Administrative Agent or any Issuing Bank shall determine that a Regulatory Change: (a) 1. does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Administrative Agent, such Credit Party Issuing Bank or such Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such LenderLender or such Issuing Bank); or (b) 2. does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Administrative Agent, or such Issuing Bank, as the case may be, within ten thirty days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is are sufficient to compensate such Credit Party Lender, such Issuing Bank or the Administrative Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender Lender, such Issuing Bank or the Administrative Agent deems to be material as determined by such Credit PartyLender, such Issuing Bank or the Administrative Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders, the Administrative Agent, or the Issuing Banks, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender or the Administrative Agent, or any Issuing Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Administrative Agent or an Issuing Bank, as the case may be, to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Administrative Agent, the Swing Line Lender or any Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or Swing Line Loans or its obligations under this Agreement to make Eurodollar AdvancesAdvances or Swing Line Loans, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar AdvancesAdvances or Swing Line Loans, or impose on the Administrative Agent, such Credit Party Issuing Bank, the Swing Line Lender or such Lender any other condition regarding the its Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Excluded Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances Advances, or its commitment to make such Eurodollar AdvancesAdvances or Swing Line Loans, as the case may be, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing issuing or maintaining the its Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent Agent, the Swing Line Lender or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Administrative Agent, the Swing Line Lender or such Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, such Issuing Bank, the Swing Line Lender or the Administrative Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender, such Issuing Bank, the Swing Line Lender or the Administrative Agent, as the case may be, deems to be material as determined by such Credit PartyLender, such Issuing Bank, the Swing Line Lender or the Administrative Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify the Lenders, the Administrative Agent, the Swing Line Lender or any Credit Party Issuing Bank, as the case may be, with respect to any withholding Taxes Tax for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender or the Administrative Agent, the Swing Line Lender, or any Issuing Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time, provided that if the Administrative Agent, such Issuing Bank, the Swing Line Lender or such Lender fails to notify the Borrower of any such increased cost within 45 days after the Administrative Agent, such Issuing Bank, the Swing Line Lender or such Lender has obtained knowledge of such increased cost, the Administrative Agent, such Issuing Bank, the Swing Line Lender or such Lender, as the case may be, shall only be entitled to payment under this Section 3.7 for such increased cost incurred from and after the date 45 days prior to the date that the Administrative Agent, such Issuing Bank, the Swing Line Lender or such Lender, as the case may be, does give such notice. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Administrative Agent, the Swing Line Lender or an Issuing Bank, as the case may be, to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party the Lender shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on such Credit Party the Lender any other condition regarding the Letters of Credit condition, including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such tax on the overall net income of the Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such the Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any LenderRate; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party the Lender within ten 20 days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party the Lender for such additional cost or reduction in such amount receivable which such the Lender deems to be material as determined by such Credit Party; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10Lender. No failure by any Credit Party the Lender to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section 3.7 submitted by the Lender to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender or the Agent shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Agent or such Credit Party Lender any other condition regarding the Letters of Credit condition, including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such Lender); , or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise other wise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any LenderRate; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credithereunder, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender or the Agent, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender or the Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender or the Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders or the Agent, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.103.8. No failure by any Credit Party Lender or the Agent to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender or the Agent, as the case may be, to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Agent or the Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Agent, the Issuing Bank or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for for, in each case, imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate Rate, or against any Letters of Credit issued by such the Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such the Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, Borrowers shall pay such Credit Party Lender, the Agent, or the Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender Lender, the Issuing Bank or the Agent, as the case may be, deems to be material as determined by such Credit PartyLender, the Issuing Bank or the Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower Borrowers to indemnify any Credit Party the Lenders, the Agent, or the Issuing Bank, as the case may be, with respect to withholding Taxes for which the Borrower has Borrowers have no obligation under Section 3.10. No failure by any Credit Party Lender or the Agent, or the Issuing Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Agent or the Issuing Bank, as the case may be, to the Borrowers shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, either Issuing Bank or the Swing Line Lender, as the case may be, shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on such Credit Party any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lender); or (b) Change does or shall impose, modify or make Table of Contents applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances Fixed Rate Loans or Letters of Credit, as the case may be, which is not otherwise included in the determination of a Eurodollar Rate, Core Currency Euro Rate, Bid Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; Negotiated Rate, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender Lender, such Issuing Bank or the Swing Line Lender, as the case may be, of making, renewing, converting or maintaining its Eurodollar Advances Fixed Rate Loans or Letters of Credit, as the case may be, or its commitment to make such Eurodollar AdvancesFixed Rate Loans or the Letters of Credit, as the case may be, or to reduce any amount receivable hereunder under the Loan Documents in respect of its Eurodollar Advances, Fixed Rate Loans or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, as the case may be, then, in any such case, the Borrower shall, without duplication of other payments hereunder, Borrowers severally agree to pay such Credit Party Lender, such Issuing Bank or the Swing Line Lender, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is are sufficient to compensate such Credit Party Lender, such Issuing Bank or the Swing Line Lender, as the case may be, for such additional cost or reduction in such amount receivable which such Lender it deems to be material as determined by it (which demand shall be accompanied by a statement setting forth the calculations of such Credit Party; provided, however, that nothing in this Section additional amounts which statement shall require the Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any timebe conclusive absent manifest error).

Reimbursement for Increased Costs. If any Credit Party Lender, the Administrative Agent or the Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax increased Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Administrative Agent, the Issuing Bank or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such Lender); or (b) does imposes, modifies or shall impose, modify or make makes applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such the Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such the Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Administrative Agent, or the Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Administrative Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender, the Issuing Bank or the Administrative Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders, the Administrative Agent, or the Issuing Bank, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Notwithstanding the foregoing, the Borrower shall only be obligated to demandcompensate the Administrative Agent, and no delay in demanding, compensation the Issuing Bank or such Lender for any increased cost amount under this Section arising or occurring during the period commencing not more than 90 days prior to the date on which the officer of the Administrative Agent, the Issuing Bank or such Lender primarily responsible for the administration of this Agreement obtains actual knowledge that such Lender is entitled to such compensation. A statement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Issuing Bank or the Administrative Agent, as the case may be, to the Borrower shall constitute a waiver of its right to demand such compensation at any timebe presumptively correct absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Agent or the Issuing Bank shall determine that a Regulatory Change: (a) 1. does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Agent, the Issuing Bank or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such Lender); or (b) 2. does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such the Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such the Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Agent, or the Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender, the Issuing Bank or the Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders, the Agent, or the Issuing Bank, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender, the Agent or the Issuing Bank to demand, and no delay in demanding, compensation for demand any increased cost amount under this Section shall constitute a waiver of its such Lender's, the Agent's or the Issuing Bank's right to demand such compensation amount at any time, provided that such Lender, the Agent or the Issuing Bank shall notify the Borrower of its demand for any such amount not later than 90 days after the officer of such Lender, the Agent or the Issuing Bank having primary responsibility for administering this Agreement, or such Person's immediate supervisor, has obtained knowledge of the basis for demanding such amount. Any Lender, the Agent, or the Issuing Bank demanding amounts be paid pursuant to this Section shall submit to the Borrower a statement setting forth the calculations in reasonable detail of such amounts, and such statement shall be presumed correct absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Administrative Agent, the Swing Line Lender or any Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Administrative Agent, such Credit Party Issuing Bank, the Swing Line Lender or such Lender any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Administrative Agent, or such Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, such Issuing Bank or the Administrative Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender, such Issuing Bank or the Administrative Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders, the Administrative Agent, or such Issuing Bank, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender or the Administrative Agent, or such Issuing Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Administrative Agent or such Issuing Bank, as the case may be, to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Administrative Agent or the Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments pay ments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Administrative Agent, the Issuing Bank or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such Lender); or (b) does or shall impose, modify or make applicable ap plicable any reserve, special deposit, compulsory loan, assessmentas sessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such the Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable re ceivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such the Issuing Bank of performing its respective functions func tions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Administrative Agent, or the Issuing Bank, as the case may be, within ten days after demand therefor, such additional ad ditional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Administrative Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material ma terial as determined by such Credit PartyLender, the Issuing Bank or the Administrative Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders, the Administrative Agent, or the Issuing Bank, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Notwithstanding the foregoing, the Borrower shall only be obligated to demandcompen sate the Administrative Agent, and no delay in demanding, compensation the Issuing Bank or such Lender for any increased cost amount under this Section arising or occurring during the period commencing not more than 90 days prior to the date on which the officer of the Administrative Agent, the Issuing Bank or such Lender primarily responsible for the administration of this Agreement obtains actual knowledge that such Lender is entitled to such compensation. A statement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Issuing Bank or the Administrative Agent, as the case may be, to the Borrower shall constitute a waiver of its right to demand such compensation at any timebe presumptively correct absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Issuing Bank or the Swing Line Lender, as the case may be, shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on such Credit Party any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lender); or (b) Change does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances Fixed Rate Loans or Letter of Credit, as the case may be, which is not otherwise included in the determination of a Eurodollar Rate, Core Currency Euro Rate, Bid Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; Negotiated Rate, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender Lender, the Issuing Bank or the Swing Line Lender, as the case may be, of making, renewing, converting or maintaining its Eurodollar Advances Fixed Rate Loans or Letters of Credit, as the case may be, or its commitment to make such Eurodollar AdvancesFixed Rate Loans or the Letters of Credit, as the case may be, or to reduce any amount receivable hereunder under the Loan Documents in respect of its Eurodollar Advances, Fixed Rate Loans or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, as the case may be, then, in any such case, the Borrower shall, without duplication of other payments hereunder, Borrowers severally agree to pay such Credit Party Lender, the Issuing Bank or the Swing Line Lender, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Swing Line Lender, as the case may be, for such additional cost or reduction in such amount receivable which such Lender it deems to be material as determined by it (which demand shall be accompanied by a statement setting forth the calculations of such Credit Party; provided, however, that nothing in this Section additional amounts which statement shall require the Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any timebe conclusive absent manifest error).

Reimbursement for Increased Costs. If any Credit Party the Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar LIBOR Advances or its obligations under this Agreement to make Eurodollar LIBOR Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar LIBOR Advances, or impose on such Credit Party the Bank any other condition regarding the Letters of Credit condition, including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lendertax on the overall net income of the Bank); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender the Bank in respect of its Eurodollar LIBOR Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any LenderLIBOR; and the result of any of the foregoing is to increase the cost to such Lender the Bank of making, renewing, converting or maintaining its Eurodollar LIBOR Advances or its commitment to make such Eurodollar LIBOR Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar LIBOR Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party the Bank within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) amount as is sufficient to compensate such Credit Party the Bank for such additional cost or reduction in such amount receivable which such Lender the Bank deems to be material as determined by such Credit Party; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10Bank. No failure by any Credit Party the Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by the Bank to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on such Credit Party any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any LenderRate; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, pay such Credit Party within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit Party; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time.

Reimbursement for Increased Costs. If any Credit Party shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on such Credit Party any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, pay such Credit Party within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit Party; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time.

Reimbursement for Increased Costs. If any Credit Party shall determine that a Regulatory Change: law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted (a) does or shall (i) subject it subjects Lender to any Tax of any kind whatsoever with respect to any Eurodollar Advances tax or its obligations under this Agreement to make Eurodollar Advances, or (ii) change changes the basis of taxation of with respect to this Agreement, any Loan, any other Loan Document or payments to it by Borrower of principal, interest or any other amount payable amounts due from Borrower hereunder in respect or thereunder (except for taxes on the overall net income or overall gross receipts of Lender imposed as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Lender, provided that this exclusion shall not apply to a connection arising solely from Lender having executed, delivered, performed its Eurodollar Advancesobligations under, or impose on such Credit Party received a payment under, or enforced, any of the Loan Documents), or (b) imposes upon Lender any other condition regarding the Letters of Credit including or expense with respect to this Agreement, any Tax required to be withheld from Loan Document, any amounts payable under the Loan Documents (except for imposition ofLoan, or change in the rate oftheir making, maintenance or funding of any Income Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable part of any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended byLoan, or any other acquisition of funds bysecurity therefor, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of makingto, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advancesreduce the income receivable by, or to reduce impose any amount receivable hereunder in respect expense (including, without limitation, loss of its Eurodollar Advancesmargin) upon, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to any Loan, or the Letters making, maintenance or funding of Creditany part of any Loan, then, in any such case, the Borrower shall, without duplication of other payments hereunder, pay such Credit Party within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party for such additional cost or reduction in such an amount receivable which such Lender deems to be material as material, Lender may from time to time notify Borrower of the amount determined in good faith (using any averaging and attribution methods) by Xxxxxx (which determination shall be conclusive) to be necessary to compensate Lender for such Credit Party; providedincrease, howeverreduction or imposition and, that nothing in this Section if Borrower is by law prohibited from paying any such amount, Lender may elect to declare the entire unpaid principal balance hereof and all interest accrued thereon to be immediately due and payable. Such amount shall require the be due and payable by Borrower to indemnify any Credit Party with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand Lender twenty (20) days after such compensation at any timenotice is given.

Reimbursement for Increased Costs. If any Credit Party Lender, the Agent or the Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Agent, the Issuing Bank or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such the Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such the Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Agent, or the Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender, the Issuing Bank or the Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders, the Agent, or the Issuing Bank, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender or the Agent, or the Issuing Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Agent or the Issuing Bank, as the case may be, to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Administrative Agent or the Swing Line Lender shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on such Credit Party any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any LenderRate; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender or the Administrative Agent, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender or the Administrative Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender or the Administrative Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders or the Administrative Agent, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender or the Administrative Agent to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time, provided, however, that such Lender or the Administrative Agent shall only be entitled to such compensation with respect to costs incurred, without duplication (a) on and after the date such Lender or the Administrative Agent, as the case may be, notified the Borrower of the Regulatory Change giving rise thereto, (b) 90 days prior to such date, and (c) in the event that such Regulatory Change imposed costs on such Lender or the Administrative Agent retroactively, during the period commencing such number of days after the applicable retroactive date therefor as shall equal the number of days, in excess of 90, from the date of such Regulatory Change to the date such Lender or the Administrative Agent, as the case may be, shall have notified the Borrower thereof. A statement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section submitted by a Lender or the Administrative Agent, as the case may be, to the Borrower shall be presumptively correct absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender shall determine that a Regulatory Change: (a) does or shall (i) subject it any Lender to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it any Lender of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Agent, the Issuing Bank or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Tax on the Overall Net Income Tax applicable to of such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting converting, continuing or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such the Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, within ten 10 days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender, the Issuing Bank or the Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender to demand, and no delay in demanding, demand compensation for any increased cost in respect of a Eurodollar Advance during any Interest Period applicable thereto shall constitute a waiver of its such Lender's right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to the foregoing sentence submitted by a Lender, the Issuing Bank or the Agent, as the case may be, to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Administrative Agent or the Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Administrative Agent, the Issuing Bank or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Tax on the Income Tax applicable to of such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such the Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such the Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Administrative Agent, or the Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank or the Administrative Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender, the Issuing Bank or the Administrative Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders, the Administrative Agent, or the Issuing Bank, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender or the Administrative Agent, or the Issuing Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Administrative Agent or the Issuing Bank, as the case may be, to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender, the Administrative Agent, the Swing Line Lender or the Issuing Bank shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax of any kind whatsoever with respect to any Eurodollar Advances or Swing Line Loans or its obligations under this Agreement to make Eurodollar AdvancesAdvances or Swing Line Loans, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar AdvancesAdvances or Swing Line Loans, or impose on the Administrative Agent, the Issuing Bank, the Swing Line Lender or such Credit Party Lender any other condition regarding the Letters of Credit including any Tax required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, any Income Excluded Tax applicable to such Lender); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such the Issuing Bank or participated in by any Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances Advances, or its commitment to make such Eurodollar AdvancesAdvances or Swing Line Loans, as the case may be, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such the Issuing Bank of Issuing issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent Agent, the Swing Line Lender or such the Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credit, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender, the Administrative Agent, the Swing Line Lender or the Issuing Bank, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender, the Issuing Bank, the Swing Line Lender or the Administrative Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender, the Issuing Bank, the Swing Line Lender or the Administrative Agent, as the case may be, deems to be material as determined by such Credit PartyLender, the Issuing Bank, the Swing Line Lender or the Administrative Agent, as the case may be; provided, however, that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders, the Administrative Agent, the Swing Line Lender or the Issuing Bank, as the case may be, with respect to any withholding Taxes Tax for which the Borrower has no obligation under Section 3.10. No failure by any Credit Party Lender or the Administrative Agent, the Swing Line Lender, or the Issuing Bank to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time, provided that if the Administrative Agent, the Issuing Bank, the Swing Line Lender or such Lender fails to notify the Borrower of any such increased cost within 45 days after the Administrative Agent, the Issuing Bank, the Swing Line Lender or such Lender has obtained knowledge of such increased cost, the Administrative Agent, the Issuing Bank, the Swing Line Lender or such Lender, as the case may be, shall only be entitled to payment under this Section 3.7 for such increased cost incurred from and after the date 45 days prior to the date that the Administrative Agent, the - 40 - 42 Issuing Bank, the Swing Line Lender or such Lender, as the case may be, does give such notice. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender, the Administrative Agent, the Swing Line Lender or the Issuing Bank, as the case may be, to the Borrower shall be conclusive absent manifest error.

Reimbursement for Increased Costs. If any Credit Party Lender or the Agent shall determine that a Regulatory Change: (a) does or shall (i) subject it to any Tax Taxes of any kind whatsoever with respect to any Eurodollar Advances or its obligations under this Agreement to make Eurodollar Advances, or (ii) change the basis of taxation of payments to it of principal, interest or any other amount payable hereunder in respect of its Eurodollar Advances, or impose on the Agent or such Credit Party Lender any other condition regarding the Letters of Credit condition, including any Tax Taxes required to be withheld from any amounts payable under the Loan Documents (except for imposition of, or change in the rate of, Tax on the Income of such Lender or its Applicable Lending Office for any Income Tax applicable to of such LenderAdvances by the jurisdiction in which the Bank is incorporated or has its principal office or such Applicable Lending Office, including such tax imposed by the United States); or (b) does or shall impose, modify or make applicable any reserve, special deposit, compulsory loan, assessment, increased cost or similar requirement against assets held by, or deposits of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender in respect of its Eurodollar Advances which is not otherwise included in the determination of a Eurodollar Rate or against any Letters of Credit issued by such Issuing Bank or participated in by any LenderRate; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing, converting or maintaining its Eurodollar Advances or its commitment to make such Eurodollar Advances, or to reduce any amount receivable hereunder in respect of its Eurodollar Advances, or to increase the cost to such Issuing Bank of Issuing or maintaining the Letters of Credit or the cost to any Lender of participating therein or the cost to the Administrative Agent or such Issuing Bank of performing its respective functions hereunder with respect to the Letters of Credithereunder, then, in any such case, the Borrower shall, without duplication of other payments hereunder, shall pay such Credit Party Lender or the Agent, as the case may be, within ten days after demand therefor, such additional amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as is sufficient to compensate such Credit Party Lender or the Agent, as the case may be, for such additional cost or reduction in such amount receivable which such Lender deems to be material as determined by such Credit PartyLender or the Agent, as the case may be; provided, however, (i) that nothing in this Section shall require the Borrower to indemnify any Credit Party the Lenders or the Agent, as the case may be, with respect to withholding Taxes for which the Borrower has no obligation under Section 3.103.10 and (ii) that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased costs and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. No failure by any Credit Party Lender or the Agent to demand, and no delay in demanding, compensation for any increased cost shall constitute a waiver of its right to demand such compensation at any time. A statement setting forth the calculations of any additional amounts payable pursuant to this Section submitted by a Lender or the Agent, as the case may be, to the Borrower shall be conclusive absent manifest error.