Common use of Requirement of Law Clause in Contracts

Requirement of Law. In the event that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof or compliance by any Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentality: (i) does or shall subject such Bank to any tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder; (iii) does or shall impose on such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank of making, renewing or maintaining commitments, advances or extensions of credit to the Co-Borrowers or to reduce any amount receivable from the Co-Borrowers thereunder then, in any such case, the Co-Borrowers shall promptly pay to the Agent for the account of each Bank, upon the demand of such Bank through the Agent, any additional amounts necessary to compensate such Bank for such additional cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to this Agreement, its Commitment, the Notes or the Loans made hereunder. If any Bank becomes entitled to claim any additional amounts pursuant to this Section 2.12, it shall promptly notify the Co-Borrowers and the Agent of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence submitted by such Bank to the Agent and the Co-Borrowers shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank Buyer (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitment feeletters of credit, interest commitments, or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;Buyer; or (iii) does or shall impose on such Bank Buyer any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable. (b) If Buyer shall have determined that the Coadoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-Borrowers laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as will compensate such Bank Buyer for such additional cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to this Agreement, its Commitment, the Notes or the Loans made hereunder. reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.129, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error; provided that Seller shall not be required to pay any amounts referred to in sections (a) or (b) above that accrue or arise more than nine (9) months prior to Seller receiving notice thereof. Buyer shall use commercially reasonable efforts to mitigate and/or reduce any claim arising under this section, including by using a different branch or Affiliate of Buyer to act as Buyer hereunder. (d) If prior to any Pricing Rate Period, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark; (ii) the Benchmark is no longer in existence; (iii) continued implementation of the Benchmark is no longer operationally, administratively or technically feasible or no significant market practice for the administration of the Benchmark exists, (iv) the Benchmark will not adequately and fairly reflect the cost to Buyer and Buyers of purchasing or maintaining Transactions or (v) the administrator of the Benchmark or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans, Buyer shall give prompt notice thereof to Seller (a “Notice of Successor Rate”), whereupon the rate for such Pricing Rate Period that will replace the Benchmark for such Pricing Rate Period, and for all subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer, shall be the greater of (x) an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein) and (y) zero, together with any proposed Successor Rate Conforming Changes, as determined by Buyer in its sole discretion (any such rate, a “Successor Rate”). To the extent Buyer delivers a Notice of Successor Rate and implements the Successor Rate in accordance herewith, and Seller no longer desires to enter into Transactions with such Successor Rate, Seller shall notify Buyer within five (5) Business Days of receipt of such Notice of Successor Rate that it desires to terminate the Facility Documents and shall satisfy all Obligations in full within ninety (90) days of receipt of such Notice of Successor Rate. (e) To the extent Buyer implements a Successor Rate and Successor Rate Conforming Changes it will promptly notify Seller of the effectiveness of any such changes. Any determination of a Successor Rate and the adoption of Successor Rate Conforming Changes shall be made by Buyer in a manner substantially consistent with market practice with respect to similarly situated counterparties with substantially similar assets in similar facilities and any such Successor Rate Conforming Changes will become effective without any further action or consent of Seller to this Agreement or the other Facility Documents.

Requirement of Law. In the event that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof or compliance by any the Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentality:Governmental Authority (a "Requirement of Law"): (ia) does or shall subject such the Bank to any tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans loan made hereunder, or change the basis of taxation of payments to such the Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such the Bank); (iib) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such the Bank which are not otherwise included in the determination of the Eurodollar Rate LIBOR hereunder;; or (iiic) does or shall impose on such the Bank any other condition; and the result of any of the foregoing is to increase the cost to such the Bank of making, renewing or maintaining commitments, advances or extensions of credit to the Co-Borrowers Borrower or to reduce any amount receivable from the Co-Borrowers thereunder Borrower hereunder then, in any such case, the Co-Borrowers Borrower shall promptly pay to the Agent for the account of each Bank, upon the demand of such Bank through the Agentits demand, any additional amounts necessary to compensate such the Bank for such additional cost or reduced amount receivable which such the Bank deems to be material as determined by such the Bank with respect to this Agreement, its Commitment, the Notes or the Loans made hereunder. If any the Bank becomes entitled to claim any additional amounts pursuant to this Section 2.124.03, it shall promptly notify the Co-Borrowers and the Agent Borrower of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence submitted by such the Bank to the Agent and the Co-Borrowers Borrower shall be conclusive in the absence of manifest error. The foregoing shall in no way be construed to permit the Bank to seek compensation or payment of additional amounts pursuant to this Section 4.03 in connection with any Requirements of Law imposed upon the Bank as a result of the Bank's violation of a Requirement of Law.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section 6 submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawchange in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;Buyer; or (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s capital as a consequence of its obligations hereunder to a level below that which Buyer could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary contained in this Section 6, Seller shall not be required to pay any such additional amounts if such amounts (i) relate to or were accrued more than one hundred twenty (120) days prior to Buyer’s delivery of notice to Seller pursuant to the first sentence of this Section 6(c), or (ii) are not being charged by Buyer or its Affiliates to similarly situated sellers in similar facilitates with similar assets. (d) If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining One-Month LIBOR, One-Month LIBOR is no longer in existence, or the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available or used for determining the interest rate of loans, Buyer may give prompt notice thereof to Seller (the “LIBOR Replacement Notice”), whereupon the rate for such period that will replace One-Month LIBOR for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein so that the resulting rate approximates One Month LIBOR as close as reasonably possible) as determined by Buyer under similar facilities for the financing of similar assets and is consistent with the pricing index of similarly situated counterparties and as set forth in the LIBOR Replacement Notice and (ii) zero. (e) If Buyer requests compensation pursuant to the foregoing provisions of this Section 6 or delivers a LIBOR Replacement Notice, Seller may, at its option, within ninety (90) days after delivery of such request or notice, terminate this facility by payment in full to Buyer of such amounts the then outstanding Repurchase Price of all Purchased Assets and any other Obligations, and, in connection with any such termination, notwithstanding anything to the contrary contained herein or in any other Program Document, there shall be no Facility Exit Fee or prepayment fee or premium due.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentality:Governmental Authority made subsequent to the date hereof: LEGAL02/40558019v11 (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations certificate, with supporting documentation, as to any additional amounts payable pursuant to the foregoing sentence this Section 6 submitted in good faith by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In If any Requirement of Law (other than with respect to any amendment made to the event that any law, regulation, treaty Buyer’s organizational or directive governing documents) or any change therein or in the interpretation or application thereof or compliance by any Bank the Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank any Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes Repurchase Agreement or any Loans made hereunder, Transaction or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes Buyer in the rate of any tax presently imposed on such Bank)respect thereof; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank any Buyer which are is not otherwise included in the determination of the Eurodollar Pricing Rate based on LIBOR hereunder; (iii) does shall cause any Buyer to determine that the introduction of, any change in, or the interpretation or administration of any Requirement of Law has made it unlawful or commercially impracticable to engage in any Transactions with a Pricing Rate based on LIBOR, Sellers shall, upon its receipt of notice of such fact and demand from the Administrative Agent (with a copy of such notice to Custodian), repurchase its Purchased Assets subject to such Transaction on the next succeeding Business Day and, at Sellers’ election, concurrently enter into a new Transaction with Buyer with a Pricing Rate based on the Base Rate; or (iv) shall impose on such Bank any Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which such Buyer in good xxxxx xxxxx to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from the Co-Borrowers thereunder due or owing hereunder in respect thereof, then, in any such case, the Co-Borrowers Sellers shall promptly pay to the Administrative Agent for the account benefit of each Bankthe applicable Buyer such additional amount or amounts as calculated by such Buyer in good faith, upon the demand of such Bank through the Agentwhich shall be conclusive absent manifest error, any additional amounts necessary to as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to this Agreementreceivable, its Commitmenthowever, the Notes or Sellers shall not be required to pay any such amounts accruing more than sixty (60) days prior to the Loans date of any request for payment. The Administrative Agent shall notify the Sellers as soon as reasonably possible after the Administrative Agent becomes aware of an any event for which a claim is made hereunder. If any Bank becomes entitled to claim any additional amounts pursuant to this Section 2.12, it shall promptly notify the Co-Borrowers and the Agent of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence submitted by such Bank to the Agent and the Co-Borrowers shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i1) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii2) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii3) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.1228, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof or compliance by any the Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentality: (ia) does or shall subject such the Bank to any tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans Loan made hereunder, or change the basis of taxation of payments to such the Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such the Bank); (iib) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such the Bank which are not otherwise included in the determination of the Eurodollar Rate LIBOR hereunder;; or (iiic) does or shall impose on such the Bank any other condition; and the result of any of the foregoing is to increase the cost to such the Bank of making, renewing or maintaining commitments, advances or extensions of credit to the Co-Borrowers or to reduce any amount receivable from the Co-Borrowers thereunder hereunder then, in any such case, the Co-Borrowers shall promptly pay to the Agent for the account of each Bank, upon the demand of such Bank through the Agentits demand, any additional amounts necessary to compensate such the Bank for such additional cost or reduced amount receivable which such the Bank deems to be material as determined by such the Bank with respect to this Agreement, its Commitment, the Notes or the Loans made hereunder. If any the Bank becomes entitled to claim any additional amounts pursuant to this Section 2.124.03, it shall promptly notify the Co-Borrowers and the Agent of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence submitted by such the Bank to the Agent and the Co-Borrowers shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy or liquidity, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any Buyer (other amount payable hereunder (except than Excluded Taxes and Taxes for changes in the rate of any tax presently imposed on such Bankwhich Seller is required to indemnify Buyer under Section 7 below); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer or the London interbank market any other condition, cost or expense (other than Taxes) affecting the Transaction, this Agreement or any interest therein; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction; provided, that Seller shall have no obligation to pay Buyer for any amounts incurred in connection with such adoption or change in Requirement of Law which was incurred by Buyer in excess of nine months prior to such date of determination (except that if the Notes adoption or change in Requirement of Law giving rise to such reduction is retroactive, then the Loans made hereunder. nine-month period shall be extended to include the period of retroactive effect thereof). (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled, provided that other than with respect to the nine-month limitation referenced above, a failure or delay on the part of Buyer to demand compensation pursuant to this Section shall not constitute a waiver of Buyer’s right to demand such compensation. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section 6 submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error. Seller shall pay Buyer the amount shown as due on any such certificate within 10 days after receipt thereof.

Requirement of Law. In (a) If the event that any law, regulation, treaty introduction or directive adoption of or any change therein after the date of this Credit Agreement in, under or pursuant to any Requirement of Law (other than with respect to any amendment made to a Lender’s certificate of incorporation and by-laws or other organizational or governing documents of a Lender or the Letter of Credit Issuer) or any change in the interpretation or application thereof or compliance by any Bank Lender or the Letter of Credit Issuer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date of this Credit Agreement: (i) does or shall subject such Bank any Lender or the Letter of Credit Issuer to any tax of any kind whatsoever with respect to this Credit Agreement, the Notes, any Loan made by such Lender (including a Loan deemed to be made as a result of its Commitment, the Notes participation in a Letter of Credit) or any Loans made hereunderLetter of Credit issued by the Letter of Credit Issuer (excluding Connection Income Taxes, or change clauses (b) through (d) of the basis definition of taxation of payments to such Bank of principalExcluded Taxes, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bankand Indemnified Taxes); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, Loans, Letters of Credit or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank any Lender or the Letter of Credit Issuer which are is not otherwise included in the determination of the Eurodollar Term SOFR Rate hereunder;; or (iii) does or shall impose on such Bank Lender, or the Letter of Credit Issuer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Lender or the Letter of Credit Issuer, by an amount which such Lender or the Letter of Credit Issuer reasonably deems to be material, of making, renewing participating in, continuing or maintaining commitmentsany Loan, advances or extensions issuing a Letter of credit to the Co-Borrowers Credit, or to reduce any amount receivable from the Co-Borrowers thereunder due or owing hereunder in respect thereof, then, in any such case, Borrowers shall promptly pay such Lender or the CoLetter of Credit Issuer, as the case may be, upon such Lender’s or Letter of Credit Issuer’s demand such additional amount or amounts as will compensate such Lender or the Letter of Credit Issuer for such increased cost or reduced amount receivable; provided, that, to the extent that it is necessary for a Borrower to issue a Call Notice to fund such required payment, Borrowers shall make such payment within fifteen (15) Business Days after demand. (b) If a Lender or the Letter of Credit Issuer shall have reasonably determined that the adoption of or any change after the date of this Credit Agreement in, under or pursuant to any Requirement of Law (other than with respect to any amendment made to the certificate of incorporation and by-laws or other organizational or governing documents of such Lender or, as the case may be, the Letter of Credit Issuer) regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or the Letter of Credit Issuer or any corporation controlling such Lender or the Letter of Credit Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date of this Credit Agreement shall have the effect of reducing the rate of return on such Lender’s, the Letter of Credit Issuer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, the Letter of Credit Issuer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, the Letter of Credit Issuer’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Letter of Credit Issuer, as the case may be, to be material, then from time to time, Borrowers shall promptly pay to such Lender or the Agent for Letter of Credit Issuer, as the account of each Bankcase may be, upon the such Lender’s or Letter of Credit Issuer’s demand of such Bank through the Agent, any additional amount or amounts necessary to as will compensate such Bank Lender, or the Letter of Credit Issuer for such reduction; provided, however, that such amounts shall be consistent with amounts that such Lender is generally charging other borrowers similarly situated to Borrowers, and shall not be duplicative of any amount paid by Borrowers pursuant to clause (a) above; provided, further, that, to the extent that it is necessary for a Borrower to issue a Call Notice to fund such required payment, Borrowers shall make such payment within fifteen (15) Business Days after demand. (c) Borrowers shall pay to each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the RFR Loans, such additional cost costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or reduced amount receivable which Loan by such Bank deems to be material Lender (as determined by such Bank Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan; provided Borrower Representative shall have received at least ten (10) days prior notice (with respect a copy to the Administrative Agent) of such additional costs from such Lender; provided, however, that such amounts shall be consistent with amounts that such Lender is generally charging other borrowers similarly situated to Borrowers, and shall not be duplicative of any amount paid by Borrowers pursuant to clauses (a) or (b) above. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional costs shall be due and payable ten (10) days from receipt of such notice. Notwithstanding anything to the contrary contained in this clause (c), to the extent that it is necessary for a Borrower to issue a Call Notice to fund any payment required pursuant to this Agreementclause (c), its Commitment, the Notes Borrowers shall make such payment within fifteen (15) Business Days after demand. (d) If a Lender or the Loans made hereunder. If any Bank Letter of Credit Issuer becomes entitled to claim any additional amounts pursuant to this Section 2.124.01, it shall promptly notify the Co-Borrowers and the Agent Borrower Representative of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence submitted by such Bank to the Agent and the Co-Borrowers shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to the definition of Excluded Taxes and (C) Connection Income Taxes) on this AgreementAgreement or its other loans, its Commitmentloan principal, the Notes or any Loans made hereunderletters of credit, commitments, or change the basis of taxation of payments to such Bank of principalother obligations, commitment feeor its deposits, interest reserves, other liabilities or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)capital attributable thereto; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;Buyer; or (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which on an after-tax basis; provided, however, Seller shall only be required to pay such Bank deems amounts to be material as Buyer if Buyer requires the same from similarly situated counterparties under repurchase agreements, warehouse facilities, credit facilities and other similar arrangements for the financing of assets similar to the Purchased Assets. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction; provided, however, Seller shall only be required to pay such amounts to Buyer if Buyer requires the Notes or same from similarly situated counterparties under repurchase agreements, warehouse facilities, credit facilities and other similar arrangements for the Loans made hereunder. financing of assets similar to the Purchased Assets. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;Buyer; or (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction (the Notes or “Requirement of Law Premium”); provided that the Loans computation of the Requirement of Law Premium shall be made hereunder. by Buyer in good faith, and shall not exceed the amount that would be computed using a method consistent with that applied in Buyer’s computation of similar amounts due from parties for whom Buyer has established credit facilities reasonably comparable to the facility governed by the Program Documents. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.12Requirement of Law Premium, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitledentitled within one hundred and twenty (120) days after becoming aware thereof (the “Requirement of Law Notice”). A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to Seller shall be included in the Agent Requirement of Law Notice and the Co-Borrowers shall be conclusive in the absence of manifest error. (d) After payment of any Requirement of Law Premium, Seller will be entitled to notify Buyer of its intention to repay all Obligations hereunder and terminate this Agreement, and (i) Buyer will rebate to Seller the most recently paid installment of the Commitment Fee, pro-rated for the portion of such three month period from the date Seller terminated the Agreement, (ii) Seller shall pay the Exit Fee, pro-rated based on the period the Agreement was in effect, and (iii) Seller shall pay the Price Differential Shortfall, if any, pro-rated based on the period the Agreement was in effect. (e) The Requirement of Law Premium shall not include any amounts calculated on account of any change in any Requirement of Law or interpretation thereof for a period that is more than one hundred and twenty (120) days prior to Seller’s receipt of the Requirements of Law Notice.

Requirement of Law. In (a) If after the event that any lawdate hereof, regulation, treaty or directive the adoption of or any change therein in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank the Lender with any request or directive direction (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentality: Governmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank the Lender to any tax of any kind whatsoever with respect to this Agreement, its Commitment, Agreement or the Notes or any Loans made hereunderAdvances, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder the Lender in respect thereof (except for changes in the rate or the basis of any tax presently imposed on the overall net income of such BankLender); ; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or advances, loans by, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder; Lender; or (iii) does or shall impose on such Bank the Lender any other condition; and the result of any of the foregoing is to increase the cost to such Bank the Lender by an amount which the Lender deems to be material, of making, renewing or maintaining commitments, advances or extensions of credit to the Co-Borrowers Advances or to reduce any amount receivable from the Co-Borrowers thereunder hereunder in respect thereof, then, in any such case, the Co-Borrowers Borrower shall be obligated to promptly pay to the Agent for the account of each BankLender, upon the demand of such Bank through the Agentdemand, any additional amounts necessary to compensate such Bank the Lender for such additional increased cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to this Agreement, its Commitment, the Notes or the Loans made hereunderreceivable. If any Bank the Lender becomes entitled to claim any additional amounts pursuant to this Section 2.12subsection, it shall promptly notify the Co-Borrowers and the Agent Borrower of the event by reason of which it has become so entitledentitled accompanied by a certificate showing calculation of such amounts in reasonable detail. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this subsection showing calculations of such amounts in reasonable detail submitted by such Bank the Lender to the Agent and the Co-Borrowers Borrower shall be conclusive in the absence of manifest error. (b) If the Lender shall have determined that the adoption of or any change, after the date hereof, in any Requirement of Law regarding capital adequacy or, after the date hereof, in the interpretation or application thereof or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return or the Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance by an amount deemed by the Lender to be material, then from time to time, no later than ten Business Days after submission by the Lender to the Borrower of a written request therefore accompanied by a certificate showing calculations of such amounts in reasonable detail, the Borrower shall be obligated to pay to the Lender such additional amount or amounts as will compensate the Lender for such reduction. The Lender shall give prompt written notice of any such determination to the Borrower. The covenants in this subsection 2.9 shall survive the termination of this Agreement and the payment of the Note and all other amounts payable hereunder.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax of any kind whatsoever with respect to Non-Excluded Taxes (other than Taxes imposed on payments under this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest Agreement or any other amount payable hereunder (except for changes in the rate Program Documents) on its loans, loan principal, letters of any tax presently imposed on such Bank)credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable. (b) If Buyer shall have determined that the Coadoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-Borrowers laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as will compensate such Bank Buyer for such additional cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to this Agreement, its Commitment, the Notes or the Loans made hereunder. reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In (a) If the event that any law, regulation, treaty or directive adoption of or any change therein in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Foothill with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentality:Governmental Authority made subsequent to the date hereof (i) does or shall subject such Bank Foothill to any tax tax, levy, charge, fee, reduction, or withholding of any kind whatsoever with respect to this Agreement, its Commitment, the Notes Agreement or any Loans made hereunderAdvance, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder Foothill in respect thereof (except for taxes covered by Section 2.15 and the establishment of a tax based on the net income of Foothill or changes in the rate of any tax presently imposed on such Bankthe net income of Foothill); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, Advances or other extensions of credit extended by, or any other acquisition of funds by, by any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;Foothill; or (iii) does or shall impose on such Bank Foothill any other conditioncondition with respect to this Agreement or any Advance; and the result of any of the foregoing is to increase the cost to such Bank Foothill, by an amount which Foothill deems to be material, of making, renewing convening into, continuing, or maintaining commitmentsAdvances or to increase the cost to Foothill, advances or extensions of credit by an amount which Foothill deems to the Co-Borrowers be material, or to reduce any amount receivable from the Co-Borrowers hereunder in respect of Advances, or to forego any other sum payable thereunder or make any payment on account thereof, then, in any such case, the Co-Borrowers Borrower shall promptly pay to the Agent for the account of each BankFoothill, upon the demand of such Bank through the Agentits demand, any additional amounts necessary to compensate such Bank Foothill for such additional increased cost or reduced amount receivable which receivable; provided, however, that before making any such Bank deems demand, Foothill agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be material as determined by disadvantageous to it, in its reasonable discretion, in any legal, economic, or regulatory manner) to designate a different Eurodollar lending office if the making of such Bank with respect designation would allow Foothill or its Eurodollar lending office to this Agreementcontinue to perform its obligations to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans and avoid the need for, its Commitmentor materially reduce the amount of, the Notes or the Loans made hereundersuch increased cost. If any Bank Foothill becomes entitled to claim any additional amounts pursuant to this Section 2.122.14, it Foothill shall promptly notify the Co-Borrowers and the Agent Borrower of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section 2.14 submitted by such Bank Foothill to the Agent and the Co-Borrowers Borrower shall be conclusive in the absence of manifest error. If Borrower so notifies Foothill within 5 Business Days after Foothill notifies Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.14, Borrower may convert all Eurodollar Rate Loans then outstanding into Reference Rate Loans in accordance the Section 2.12 and, additionally, reimburse Foothill for any cost in accordance with Section 2.16 This covenant shall survive the termination of this Agreement and the payment of the Advances and all other amounts payable hereunder for nine months following such termination and repayment. (b) If Foothill shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Foothill or any Person controlling Foothill with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of increasing the amount of capital required to be maintained or reducing the rate of return on Foothill's or such Person's capital as a consequence of its obligation s hereunder to a level below that which Foothill or such Person could have achieved but for such change or compliance (taking into consideration Foothill's or such Person's policies with respect to capital adequacy) by an amount deemed by Foothill to be material, then from time to time, after submission by Foothill to Borrower of a prompt written request therefor, Borrower shall pay to Foothill such additional amount or amounts was will compensate Foothill or such Person for such reduction. This covenant shall survive the termination of this Agreement and the payment of the Advances and all other amount payable hereunder for nine months following such termination and repayment.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitledentitled prior to such event, or as promptly thereafter, as reasonably practicable. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section 6 submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (i) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i1) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank Buyer (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitment feeletters of credit, interest commitments, or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii2) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;Buyer; or (iii3) does or shall impose on such Bank Buyer any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable. (ii) If Buyer shall have determined that the Coadoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-Borrowers laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as will compensate such Bank Buyer for such additional cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to this Agreement, its Commitment, the Notes or the Loans made hereunder. reduction. (iii) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.129, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error; provided that Seller shall not be required to pay any amounts referred to in sections (a) or (b) above that accrue or arise more than nine (9) months prior to Seller receiving notice thereof. Buyer shall use commercially reasonable efforts to mitigate and/or reduce any claim arising under this section, including by using a different branch or Affiliate of Buyer to act as Buyer hereunder. (iv) If prior to any Pricing Rate Period, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark; (ii) the Benchmark is no longer in existence; (iii) continued implementation of the Benchmark is no longer operationally, administratively or technically feasible or no significant market practice for the administration of the Benchmark exists, (iv) the 28 Benchmark will not adequately and fairly reflect the cost to Buyer and Buyers of purchasing or maintaining Transactions or (v) the administrator of the Benchmark or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans, Buyer shall give prompt notice thereof to Seller (a “Notice of Successor Rate”), whereupon the rate for such Pricing Rate Period that will replace the Benchmark for such Pricing Rate Period, and for all subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer, shall be the greater of (x) an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein) and (y) zero, together with any proposed Successor Rate Conforming Changes, as determined by Buyer in its sole discretion (any such rate, a “Successor Rate”). To the extent Buyer delivers a Notice of Successor Rate and implements the Successor Rate in accordance herewith, and Seller no longer desires to enter into Transactions with such Successor Rate, Seller shall notify Buyer within five (5) Business Days of receipt of such Notice of Successor Rate that it desires to terminate the Facility Documents and shall satisfy all Obligations in full within ninety (90) days of receipt of such Notice of Successor Rate. (v) To the extent Buyer implements a Successor Rate and Successor Rate Conforming Changes it will promptly notify Seller of the effectiveness of any such changes. Any determination of a Successor Rate and the adoption of Successor Rate Conforming Changes shall be made by Buyer in a manner substantially consistent with market practice with respect to similarly situated counterparties with substantially similar assets in similar facilities and any such Successor Rate Conforming Changes will become effective without any further action or consent of Seller to this Agreement or the other Facility Documents.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether 35 or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitledentitled prior to such event, or as promptly thereafter, as reasonably practicable. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section 6 submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawchange in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authorityGovernmental Authority, agency or instrumentalityin each case, made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement, the definition of Excluded Taxes and (C) Connection Income Taxes) on its Commitment, the Notes or any Loans made advances and commitments hereunder, or change the basis of taxation of payments to such Bank of principalits deposits, commitment feereserves, interest other liabilities or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)capital attributable thereto; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;Buyer; or (iii) does or shall impose on such Bank Buyer any other conditioncondition or expense (other than Taxes) affecting any Program Document or any Transaction or participation therein; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems in good faith to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Sellers shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as reasonably calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed in good faith by Buyer to be material, then from time to time, Sellers shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction (the Notes or “Requirement of Law Premium”); provided that the Loans computation of the Requirement of Law Premium shall be made hereunder. by Buyer in good faith, and shall not exceed the amount that would be computed using a method consistent with that applied in Buyer’s computation of similar amounts due from similarly situated parties for whom Buyer has established credit facilities with comparable calculation of pricing rates reasonably comparable to the facility governed by the Program Documents. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Sellers of the event by reason of which it has become so entitledentitled within one hundred and twenty (120) days after becoming aware thereof (the “Requirement of Law Notice”). A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to Sellers shall be included in the Agent Requirement of Law Notice and the Co-Borrowers shall be conclusive in the absence of manifest error. (d) Within ten (10) Business Days after receipt of the Requirement of Law Notice, Sellers will be entitled to notify Buyer of its intention to repay all Obligations hereunder and terminate this Agreement, and after payment of any Requirement of Law Premium and the outstanding Repurchase Price and any other Obligations outstanding (i) Buyer will rebate to Sellers the most recently paid installment of the Commitment Fee, pro-rated for the portion of such three month period from the date Sellers terminated the Agreement, (ii) Sellers shall pay the Exit Fee, pro-rated based on the period the Agreement was in effect, and (iii) Sellers shall pay the Price Differential Shortfall, if any, pro-rated based on the period the Agreement was in effect. (e) The Requirement of Law Premium shall not include any amounts calculated on account of any change in any Requirement of Law or interpretation thereof for a period that is more than one hundred and twenty (120) days prior to Sellers’ receipt of the Requirements of Law Notice.

Requirement of Law. In the event that (a) If any lawchange in any Requirement of Law including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreementwhatsoever, its Commitment, the Notes other than taxes based on Buyer’s income or any Loans made hereundergross receipts, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to compensate such Bank as calculated by Buyer in good faith as will reimburse Buyer for such additional increased cost or reduced amount receivable on an after-tax basis. (b) If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such Bank deems to be material as determined by corporation could have achieved but for such Bank adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to this Agreementcapital adequacy) by an amount deemed by Buyer to be material, its Commitmentthen from time to time, the Notes Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will reimburse Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to Seller in good faith and showing in reasonable detail the Agent basis for, and calculation of, the Co-Borrowers amounts claimed shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (i) If any lawchange in any Requirement of Law including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i1) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreementwhatsoever, its Commitment, the Notes other than taxes based on Buyer’s income or any Loans made hereundergross receipts, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii2) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii3) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Sellers shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to compensate such Bank as calculated by Buyer in good faith as will reimburse Buyer for such additional increased cost or reduced amount receivable on an after-tax basis. (ii) If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such Bank deems to be material as determined by corporation could have achieved but for such Bank adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to this Agreementcapital adequacy) by an amount deemed by Buyer to be material, its Commitmentthen from time to time, the Notes Sellers shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will reimburse Buyer for such reduction. (iii) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Sellers of the event by reason of which it has become so entitled; provided that (i) such notice must be received by the Sellers no later than one hundred eighty (180) days after such event, and (ii) the Sellers shall have no obligations pertaining to amounts incurred longer than one hundred eighty (180) days prior to delivery of such notice. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to Sellers in good faith and showing in reasonable detail the Agent basis for, and calculation of, the Co-Borrowers amounts claimed shall be conclusive in the absence of manifest error.. LEGAL02/43731153v4

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof or compliance by any the Bank with any request or directive (whether or not having the force of law) from any central bank Bank or other governmental authority, agency or instrumentality: (i) does or shall subject such the Bank to any tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes Note or any Loans the Loan made hereunder, or change the basis of taxation of payments to such the Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such the Bank); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such the Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;LIBOR; or (iii) does or shall impose on such the Bank any other condition; and the result of any of the foregoing is to increase the cost to such the Bank of making, renewing or maintaining commitments, advances the Loan or extensions of credit to the Co-Borrowers Borrower or to reduce any amount receivable from the Co-Borrowers thereunder Borrower hereunder then, in any such case, the Co-Borrowers Borrower shall promptly pay to the Agent for the account of each Bank, upon the demand of such Bank through the Agentits demand, any additional amounts necessary to compensate such the Bank for such additional cost or reduced amount receivable which such the Bank deems to be material as determined by such the Bank with respect to this Agreement, its Commitment, the Notes Note or the Loans Loan made hereunder. If any the Bank becomes entitled to claim any additional amounts pursuant to this Section 2.12Section, it shall promptly notify the Co-Borrowers and the Agent Borrower of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence submitted by such the Bank to the Agent and the Co-Borrowers Borrower shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, Seller shall pay Buyer on the Co-Borrowers shall promptly pay to the Agent for the account of each Bank, upon the demand of applicable Repurchase Date such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence submitted by such Bank to the Agent and the Co-Borrowers shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax of any kind whatsoever with respect to Non-Excluded Taxes (other than Taxes imposed on payments under this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest Agreement or any other amount payable hereunder (except for changes in the rate Program Documents) on its loans, loan USActive 58893110.158893110.5 principal, letters of any tax presently imposed on such Bank)credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunder;Buyer; and (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable. (b) If Buyer shall have determined that the Coadoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-Borrowers laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation Controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as will compensate such Bank Buyer for such additional cost or reduced amount receivable which such Bank deems to be material as determined by such Bank with respect to this Agreement, its Commitment, the Notes or the Loans made hereunder. reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section 6 submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error.

Requirement of Law. In the event that (a) If any lawRequirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and bylaws or other organizational or governing documents) including those regarding capital adequacy, regulation, treaty or directive or any change therein or in the interpretation or application of any Requirement of Law thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentalityGovernmental Authority made subsequent to the date hereof: (i) does or shall subject such Bank Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, its Commitment, the Notes or any Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, commitment fee, interest or any other amount payable hereunder (except for changes in the rate of any tax presently imposed on such Bank)Buyer; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans byadvances, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which are not otherwise included in the determination of the Eurodollar Rate hereunderBuyer; (iii) does or shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Bank Buyer, by an amount which Buyer deems to be material, of makingentering, renewing continuing or maintaining commitments, advances or extensions of credit to the Co-Borrowers any Transaction or to reduce any amount receivable from due or owing hereunder in respect thereof, or shall have the Co-Borrowers thereunder effect of reducing Buyer’s rate of return then, in any such case, the Co-Borrowers Seller shall promptly pay to the Agent for the account of each Bank, upon the demand of Buyer such Bank through the Agent, any additional amount or amounts necessary to as calculated by Buyer in good faith as will compensate such Bank Buyer for such additional increased cost or reduced amount receivable which such Bank deems to be material as on an after-tax basis. (b) If Buyer shall have determined by such Bank that the adoption of or any change in any Requirement of Law (other than with respect to this Agreementany amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, its Commitmentchange or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, the Notes then from time to time, Seller shall promptly pay to Buyer such additional amount or the Loans made hereunder. amounts as will compensate Buyer for such reduction. (c) If any Bank Buyer becomes or reasonably anticipates becoming entitled to claim any additional amounts pursuant to this Section 2.126, it shall promptly notify the Co-Borrowers and the Agent Seller of the event by reason of which it has become so entitled. A certificate setting forth calculations as to any additional amounts payable pursuant to the foregoing sentence this Section 6 submitted by such Bank Buyer to the Agent and the Co-Borrowers Seller shall be conclusive in the absence of manifest error. Buyer agrees that it will exercise its rights under this Section 6 in good faith and agrees not to exercise any rights under this provision for any amount unbilled for more than one hundred and twenty (120) days after the Buyer first learned of its claim under this provision.