Common use of Requirements of Law; Increased Costs Clause in Contracts

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, or Loans made, or Letters of Credit issued hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder Term Loans (except for change Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive Law: (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any other Loan Documents or the Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); ; (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes, which are addressed in clause (a) above); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. (1) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality, in each case as a result of any change therein after the date hereof: (1i) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Credit Agreement or any Loan Revolving Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2ii) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3iii) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Revolving Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementCredit Agreement or Revolving Loans made hereunder, so long as such Lender requires obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender. (2) If any Lender shall determine that any change after the date hereof in any treaty, law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards” (or in any successor to such report which may apply to such Lender from time to time) or in any applicable law, order, regulation treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or any governmental or judicial interpretation or application thereof (whether or not having the force of law) regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of or maintained by such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations or Revolving Loans hereunder and other commitments of this type to a level below that which such Lender or corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender’s or corporation’s policies with respect to capital adequacy), then the Company shall from time to time pay to such Lender, upon demand, such additional amounts as may be specified by such Lender as sufficient to compensate such Lender for any costs which such Lender determines are attributable to the maintenance by it of capital required or expected to be maintained by such Lender or any corporation controlling such Lender in respect of its Revolving Loans, or Loans madeits Commitment (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the capital of such Lender or Letters such corporation to a level below that which such Lender or corporation could have achieved as of Credit issued hereunder. the date hereof), so long as such Lender requires obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender. (3) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(g), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Company, accompanied by a certification that such Lender has required obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender shall be conclusive in the absence of manifest error. constitute prima facie evidence thereof. (4) The provisions hereof of this Paragraph 2(g) shall survive the termination of this Credit Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Revolving Loans and all other Obligations.

Requirements of Law; Increased Costs. In the event that any ------------------------------------ change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender or the L/C Bank or any participant in the L/C Obligations pursuant to a Participation Agreement (an "L/C Participant") with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does subjects any Lender, the L/C Bank or shall subject any Lender L/C Participant to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made hereunder or any Letter of Credit issued hereunderpursuant hereto (or any participations therein), or change changes the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirementrequirement of general application to similarly situated financial institutions, special deposit, compulsory loan or similar requirements against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, letters of credit issued by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are (in the case of Loans) not otherwise included in the determination of interest payable on the ObligationsEurodollar Rate, the Applicable Eurodollar Rate or the Corporate Rate; or (3) Does or shall impose imposes on such Lender Lender, the L/C Bank or any L/C Participant any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, Loan or issuing, renewing the cost to the L/C Bank of issuing or maintaining any Letter of CreditCredit or the cost to any L/C Participant of participating therein, or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender Lender, the L/C Bank or such L/C Participant or any corporation Person controlling such Lender, the L/C Bank or such L/C Participant, then, in any such case, the Company Companies shall promptly pay to the Administrative Agent for remittance to such Lender, the L/C Bank or such L/C Participant, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender Lender, the L/C Bank or such L/C Participant for such additional cost or reduced amounts receivable or rate of return as determined by such Lender Lender, the L/C Bank or such L/C Participant with respect to this Agreement, Agreement or Loans made, made hereunder or Letters of Credit issued hereunderpursuant hereto, subject to the limitations set forth in the following sentence. If a Lender Lender, the L/C Bank or an L/C Participant becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f7(d), it shall shall, promptly after it obtains knowledge thereof and determines to request compensation hereunder, notify the Company Companies in writing through the Administrative Agent of the event by reason of which it has become so entitled, provided that (A) any amounts owed by the Companies to such Lender, the L/C Bank or such L/C Participant pursuant to this Paragraph 7(d) shall begin to accrue on the later to occur of (1) the date on which such amounts began to be incurred, and (2) the date which is thirty (30) days prior to the date such notice is submitted to the Companies, and (B) such Lender, the L/C Bank or such L/C Participant, through the Administrative Agent, will designate a different lending office for those Loans or Letters of Credit affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation, so long as any such designation is reasonably convenient for such Lender, the L/C Bank or such L/C Participant. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, the L/C Bank or an L/C Participant, through the Administrative Agent, to the Company Companies shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of the outstanding Loans and all outstanding Loansother amounts payable hereunder. Notwithstanding anything contained herein to the contrary, unrepaid in the event that any change occurs as described in subparagraphs (1), (2) or (3) hereof, the result of which is to increase the cost to any Lender of making, renewing or maintaining any Loan or the cost to the L/C Drawings Bank or any L/C Participant of issuing or maintaining any Letter of Credit or participating therein or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender, the L/C Bank or such L/C Participant or any Person controlling such Lender, the L/C Bank or such L/C Participant, then in lieu of the provisions, payments and procedures set forth above, the Company may, at its sole option, elect to require such Lender, the L/C Bank or such L/C Participant to assign all other Obligationsof its Maximum Commitment and Loans, or its Letter of Credit or participation therein, as applicable, to another Lender, another L/C Bank or another L/C Participant, as applicable, or to another party meeting the criteria set forth in Paragraph 15(i) below, which such assignment shall be made pursuant to the terms and provisions contained in Paragraph 15(i) below.

Requirements of Law; Increased Costs. In the event that any ------------------------------------ change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject subjects any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change changes the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirementrequirement of general application to similarly situated financial institutions, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsEurodollar Rate, the Applicable Eurodollar Rate or the Corporate Rate; or (3) Does or shall impose imposes on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Companies shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans mademade hereunder, or Letters of Credit issued hereundersubject to the limitations set forth in the following sentence. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f3(d), it shall shall, promptly after it obtains knowledge thereof and determines to request compensation hereunder, notify the Company Companies in writing through the Administrative Agent of the event by reason of which it has become so entitled, provided that (A) any amounts owed by the Companies to such Lender pursuant to this Paragraph 3(d) shall begin to accrue on the later to occur of (1) the date on which such amounts began to be incurred, and (2) the date which is thirty (30) days prior to the date such notice is submitted to the Companies, and (B) such Lender, through the Administrative Agent, will designate a different lending office for those Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation, so long as any such designation is reasonably convenient for such Lender. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, through the Administrative Agent, to the Company Companies shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder. Notwithstanding anything contained herein to the contrary, in the event that any change occurs as described in subparagraphs (1), (2) or (3) hereof, the result of which is to increase the cost to any Lender of making, renewing or maintaining any Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender, then in lieu of the provisions, payments and procedures set forth above, the Company may, at its sole option, elect to require such Lender to assign all of its Maximum Commitment and Loans to another Lender or to another party meeting the criteria set forth in Paragraph 11(i) below, which such assignment shall be made pursuant to the terms and provisions contained in Paragraph 11(i) below.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan the Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter the Term Loans (except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of Credit issued hereunderthe definition of Excluded Taxes, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lenderand Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company such Lender shall promptly notify Borrower in writing of the event by reason of which it has incurred additional costs or has reduced amounts receivable or rate of return, and submit to Borrower a certificate as to such additional costs or has reduced amounts receivable or rate of return containing the calculation thereof in reasonable detail, which shall be conclusive in the absence of manifest error. Such Lender shall first, prior to Borrower being required to take any action under this Section 2.5, take commercially reasonable actions to mitigate the additional costs or reduced amounts receivable or rate of return, including assigning all of its rights and delegating and transferring all of its obligations hereunder to an existing Affiliate of such Lender that would not be subject to such, or would be subject to less, additional costs or reduced amounts receivable or rate of return, if any. Borrower shall promptly, and no later than thirty (30) days of its receipt of the certificate described above, pay to such Lender, upon its written demand made through subject to the Agentterms of this Section 2.5, any undisputed additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any such Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender Buyer with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject i. subjects any Lender Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued Transactions hereunder, or change changes the basis of taxation of payments to such Lender Buyer of principalRepurchase Price, fee, interest Price Differential or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such LenderBuyer); (2) Does ii. imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirementrequirement of general application to similarly situated financial institutions, special deposit, compulsory loan or similar requirements against assets held by, or deposits or other liabilities in or for the account of, advances Transactions or loans by, letters of credit issued by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Buyer which are (in the case of Transactions) not otherwise included in the determination of interest payable on the ObligationsPricing Rate; or (3) Does or shall impose iii. imposes on such Lender Buyer any other condition; and the result of any of the foregoing is to increase the cost to such Lender Buyer of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of CreditTransaction, or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender Buyer, or any corporation Person controlling such LenderBuyer, then, in any such case, the Company Sellers shall promptly pay to such LenderBuyer, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such Lender Buyer or such controlling Person for such additional cost or reduced amounts receivable or rate of return as determined by such Lender Buyer with respect to this AgreementAgreement or Transactions hereunder, or Loans made, or Letters of Credit issued hereundersubject to the limitations set forth in the following sentence and provided that the Sellers shall not be obligated to pay additional amounts with respect to any period prior to three months before Buyer delivered such demand. If a Lender Buyer becomes entitled to claim any additional amounts pursuant to this Paragraph 5(fSection 22(d), it shall shall, promptly after it obtains knowledge thereof and determines to request compensation hereunder, notify the Company Sellers in writing of the event by reason of which it has become so entitled, provided that such Buyer will designate a different office for those Transactions affected by such event or take such other action if such designation or other action will avoid the need for, or reduce the amount of, such compensation, so long as any such designation or other action is reasonably convenient for such Buyer. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Buyer to the Company Sellers shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all Repurchase Price of the outstanding Loans, unrepaid L/C Drawings Transactions and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this AgreementAgreement or the Term Loan made hereunder; provided, (x) such Lender shall be generally seeking, or Loans madeintending generally to seek, comparable compensation from similarly situated borrowers under similar facilities (to the extent such Lender has the right under such similar facilities to do so) with respect to such Change in Law regarding such increased cost or Letters reduction and (y) that such additional amounts shall not be duplicative of Credit issued hereunderany amounts otherwise payable under any other provision of this Agreement. If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (c) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Term Loan made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loan and all other Obligations. Failure or delay on the part of Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. (1) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Term Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Term Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrowers shall, without duplication of amounts payable pursuant to Section 2.10, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender's Percentage Share of the Term Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (2) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.7, it shall promptly notify the Company Borrowers of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrowers, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall be conclusive in constitute prima facie evidence thereof. (3) Failure or delay on the absence part of manifest errorany Lender to demand compensation pursuant to this Section 2.7 shall not constitute a waiver of such Lender's right to demand such compensation. The provisions hereof of this Section 2.7 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Term Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive Law: (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1a) Does or shall subject the Agent or any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (e) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); ; (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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, the Agent or any office of such Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or or (3c) Does or shall impose on such the Agent or any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to the Agent or any Lender (as determined by such Lender Person in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Agent or any Lender or any corporation Person controlling such the Agent or any Lender, then, in any such case, the Company Borrower shall promptly pay to the Agent or such Lender, upon as applicable, within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate the Agent or such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by Agent or such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Term Loan made hereunder. If a the Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify Borrower (and such Lender shall promptly notify the Company Agent) in writing of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Agent or such Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loan and all other Obligations.. Failure or delay on the part of Agent or any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of the Agent’s or any Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation -9-

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan the Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (c) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this AgreementAgreement or the Term Loans made hereunder; provided, that amounts shall only be payable by Borrower to such Lender under this Section 2.5 so long as it is such Lender’s general policy or Loans madepractice to demand compensation of its other borrowers in similar circumstances under comparable provisions of other financing agreements and, or Letters upon the request of Credit issued hereunderBorrower, such Lender provides a certificate to such effect (with a copy of such certificate to the Collateral Agent). If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify Borrower in writing (with a copy of such notice to the Company Collateral Agent) of the event by reason of which it has become so entitled. A , and a certificate (with a copy of such certificate to the Collateral Agent) as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to the Company Borrower shall be conclusive in the absence of manifest error. The Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions hereof shall survive the termination of this Agreement and payment paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of all outstanding Loans, unrepaid L/C Drawings and all other Obligationsretroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter (except, in each case, Indemnified Taxes, Taxes described in clauses (b) through (d) of Credit issued hereunderthe definition of Excluded Taxes, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lenderand Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Term Loan made hereunder. If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loan and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, (A) Indemnified Taxes, (B) Taxes described in clauses (b) and (c) of the rate definition of tax on the overall net income of such LenderExcluded Taxes and (C) Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such Lender any other condition; and the result result, directly or indirectly, of any of the foregoing is (i) to increase the cost to such Lender (as determined by Lender in good faith using calculation methods customary in the industry) of making, renewing funding or maintaining any the Term Loan, or issuing, renewing or maintaining any Letter of Credit, or (ii) to reduce any amount received or receivable in respect thereof by Lender or the return to be earned by Lender thereon, or (iii) to reduce the rate of return on the any capital of such Lender or any corporation controlling Affiliate of Lender that Lender or such Lender, Affiliate is required to maintain on account of the Term Loan; then, in any such case, the Company Borrower shall promptly pay to such Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Term Loan made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Term Loan and all other Obligations. Failure or delay on the part of Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of Lender’s right to demand such compensation; provided, that Borrower shall not be under any obligation to compensate Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. (d) If any Lender shall request compensation under this Section 2.5 or Section 2.6, then such Lender shall use commercially reasonable efforts (i) to file any certificate or document reasonably requested in writing by Borrower or (ii) to assign its rights and delegate and transfer its obligations hereunder to an Affiliate, in the case of clause (i) or (ii) above, if such filing or assignment would subsequently reduce its claims for compensation under this Section 2.5 or amounts payable pursuant to Section 2.6, as the case may be. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing, assignment, delegation or transfer.

Requirements of Law; Increased Costs. In the event that any applicable ------------------------------------ law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender Bank with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality: (1) Does or shall subject any Lender the Bank to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Letters Of Credit issued hereunder, or change the basis of taxation of payments to such Lender the Bank of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lenderthe Bank); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements against assets held by, or deposits or other liabilities in or for the account of, advances or loans Loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Bank which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender the Bank any other condition; and the result of any of the foregoing is to increase the cost to such Lender the Bank of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender the Bank or any corporation controlling such Lenderthe Bank, then, in any such case, the Company Borrower shall promptly pay to such Lenderthe Bank, upon its written demand made through to the AgentBorrower, any additional amounts necessary to compensate such Lender the Bank for such additional cost or reduced amounts receivable or rate of return as determined by such Lender the Bank with respect to this Agreement, Agreement or Loans made, made or Letters of Of Credit issued hereunder. If a Lender the Bank becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.9, it shall promptly notify the Company Borrower of the event by reason of ----------- which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender the Bank to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, made or Letters of Credit issued hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f3(e), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such Lender, upon within *** of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Term Loan made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is *** prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the *** period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. (i) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality:, in each case enacted after the date hereof (or any change enacted after the date hereof): (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrower shall, without duplication of amounts payable pursuant to Section 2.2.9, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender’s Percentage Share of the Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (ii) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.2.6, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall constitute prima facie evidence thereof. (iii) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.2.6 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate or reimburse a Lender pursuant to this Article II for any increased costs or reductions in return in the event such Lender does not notify Borrower within three hundred and sixty-five (365) days of such Lender becoming aware of the circumstances; provided, further that if any of the circumstances giving rise to such increased costs or reductions in return are retroactive, then the three hundred and sixty-five (365) day period referred to in the preceding proviso shall be conclusive in extended to include the absence period of manifest errorretroactive effect. The provisions hereof of this Section 2.2.6 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that following the Effective Date a change in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter Letters of Credit issued Outstanding hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, Loan or issuing, renewing issuing or maintaining any Letter of Credit, Credit or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(fPARAGRAPH 3(j), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof of this PARAGRAPH 3(j) shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder, provided, however, that all claims of any Lender hereunder must be made upon the Company no later than the 180th day following the date all Obligations have been paid in full, there are no Letters of Credit outstanding, and the Lenders have no further obligation to make Loans or issue Letters of Credit hereunder.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such the Lender or any corporation controlling such the Lender, then, in any such case, the Company shall promptly pay to such the Lender, upon its written notice and demand made through the AgentLender, any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or rate of return as determined by such the Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f3(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligations.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any subjects the Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsFed Funds Rate or the LIBOR Rate; or (3) Does or shall impose imposes on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate 3 of return on the capital of such the Lender or any corporation Person controlling such the Lender, then, in any such case, the Company Companies shall promptly pay to such the Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or rate of return as determined by such the Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f1(g), it shall promptly notify the Company Companies of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company Companies shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. (i) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality:, in each case enacted after the date hereof (or any change enacted after the date hereof): (1A) Does does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such LenderExcluded Taxes); (2B) Does does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirements, in each case to the extent utilized in the determination of the Applicable LIBO Rate for such Loan) 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrower shall, without duplication of amounts payable pursuant to Section 2.2.9, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender’s Percentage Share of the Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (ii) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.2.6, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to Borrower, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall constitute prima facie evidence thereof. (iii) Failure or delay on the Company part of any Lender to demand compensation pursuant to this Section 2.2.6 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate or reimburse a Lender pursuant to this Article II for any increased costs or reductions in return in the event such Lender does not notify Borrower within two hundred and seventy (270) days of such Lender becoming aware of the circumstances; provided, further that if any of the circumstances giving rise to such increased costs or reductions in return are retroactive, then the two hundred and seventy (270) day period referred to in the preceding proviso shall be conclusive in extended to include the absence period of manifest errorretroactive effect. The provisions hereof of this Section 2.2.6 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any subjects the Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsApplicable Fed Funds Rate; or (3) Does or shall impose imposes on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any corporation Person controlling such Lenderthe Lender as a result of or in connection with the making, renewal or maintenance of the Loans, then, in any such case, the Company shall promptly pay to such the Lender, upon its written demand made through therefor by the AgentLender, which demand shall be accompanied by documentation of such additional cost or costs, any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or rate of return as determined by such the Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f1(d), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. (1) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1i) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Credit Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2ii) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3iii) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementCredit Agreement or Loans made hereunder, so long as such Lender requires obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender. (2) If after the date hereof any Lender shall determine that the applicability of any treaty, law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or any change after the date hereof in any applicable law, order, regulation treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or any governmental or judicial interpretation or application thereof (whether or not having the force of law) regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of or maintained by such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations or Loans hereunder and other commitments of this type to a level below that which such Lender or corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender's or corporation's policies with respect to capital adequacy), then the Company shall from time to time pay to such Lender, upon demand, such additional amounts as may be specified by such Lender as sufficient to compensate such Lender for any costs which such Lender determines are attributable to the maintenance by it of capital required or expected to be maintained by such Lender or any corporation controlling such Lender in respect of its Loans, or Loans madeits Commitments (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the capital of such Lender or Letters such corporation to a level below that which such Lender or corporation could have achieved as of Credit issued hereunder. the date hereof), so long as such Lender requires obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender. (3) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(g), it shall promptly notify the Company of -------------- the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Company, accompanied by a certification that such Lender has required obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender shall be conclusive in the absence of manifest error. constitute prima facie evidence thereof. (4) The provisions hereof of this Paragraph 2(g) shall survive the -------------- termination of this Credit Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligations.

Requirements of Law; Increased Costs. In the event that any ------------------------------------ applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender in the nature of the Loans made hereunder which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f1(g), it shall promptly notify the Company of the event by reason of -------------- which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that a change subsequent to the date hereof in any ------------------------------------ applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans purchased or made or Letter of Credit issued hereunder, or change changes the basis of taxation of payments to such Lender of principal, feefees, interest or any other amount payable hereunder (except for change changes in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsAlternate Base Rate or the Applicable Eurodollar Rate; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of purchasing, making, agreeing to make, renewing or maintaining or issuing any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued hereundersuch credit extensions. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f4(g), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof obligations of the Company under this Paragraph 4(g) shall survive the termination of this Agreement and the payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter the Term Loans (except, in each case, Indemnified Taxes, Taxes described in clauses (b), (c) and (d) of Credit issued hereunderthe definition of Excluded Taxes, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lenderand Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this AgreementAgreement or the Term Loans made hereunder; provided, that amounts shall only be payable by Borrower to such Lender under this Section 2.5 so long as it is such Lender’s general policy and practice to demand compensation of its other borrowers in similar circumstances under comparable provisions of other financing agreements and, upon the request of Borrower , such Lender (or Loans madethe Collateral Agent on its behalf) provides a certificate to such effect to Borrower (with a copy of such certificate to the Collateral Agent, or Letters of Credit issued hereunderif applicable). If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty treaty, or directive issued by any central bank or other governmental authority, agency agency, or instrumentality or in the any governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency agency, or instrumentality: (1a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such the Lender of principal, fee, interest interest, or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2b) Does or shall impose, modify modify, or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3c) Does or shall impose on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing renewing, or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such the Lender or any corporation controlling such the Lender, then, in any such case, the Company Borrower shall promptly pay to such the Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or rate of return as determined by such the Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Term Loan made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)0, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Term Loan and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any ------------------------------------ applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such LenderLender imposed by the jurisdiction in which such Lender maintains its principal office); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsApplicable Eurodollar Rate, the Federal Funds Funding Rate, the Buy-Down Rate, the Overnight Transaction Loan Rate or the Tranche E Loan Rate; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f7(m), it shall promptly notify the Company through the Administrative Agent of the event by reason of which it has become so entitled. A In conjunction with such notification, such Lender shall provide the Company with a certificate as to specifying any additional amounts payable pursuant to the foregoing sentence containing sentence, which certificate shall set forth the calculation thereof of such amounts in sufficient detail and according to reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest errorand customary computation methods. The provisions hereof shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligations.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any subjects the Lender to any tax of any kind whatsoever with respect to this Agreement or any the Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLIBOR Rate or the Prime Rate; or (3) Does or shall impose imposes on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company shall promptly shall, subject to the provisions hereof pay to such Lender, upon its the Lender within 15 days of written demand made through by the AgentLender, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Loan made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loan and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any ------------------------------------ applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender Bank with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality: (1) Does or shall subject any Lender the Bank to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Letters Of Credit issued hereunder, or change the basis of taxation of payments to such Lender the Bank of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lenderthe Bank); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements against assets held by, or deposits or other liabilities in or for the account of, advances or loans Loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Bank which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender the Bank any other condition; "and the result of any of the foregoing is to increase the cost to such Lender the Bank of making, renewing or maintaining any Loan, Loan or issuing, renewing or maintaining any Letter of Credit, Credit or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender the Bank or any corporation controlling such Lenderthe Bank, then, in any such case, the Company Borrower shall promptly pay to such Lenderthe Bank, upon its written demand made through to the AgentBorrower, any additional amounts necessary to compensate such Lender the Bank for such additional cost or reduced amounts receivable or rate of return as determined by such Lender the Bank with respect to this Agreement, Agreement or Loans made, made or Letters of Of Credit issued hereunder. If a Lender the Bank becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.9, it shall promptly ----------- notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender the Bank to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any ------------------------------------ applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory [revolving] loan or similar requirements against assets held by, or deposits or other liabilities in or for the account of, advances or revolving loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are not otherwise included in the determination of interest payable on the ObligationsObligations on account of Loans; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to the Agent for the account of such Lender, upon its written demand made through receipt of the Agentnotice described in the next sentence, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f4(d), it shall promptly notify the Company Agent -------------- (with a copy to the Company) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In (1) Subject to the provisions of Section 2.10 (which shall be controlling with respect to the matters covered thereby), in the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Loans, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any its Percentage Share of the Term Loan or the Interim Loan, or issuing, renewing or maintaining any Letter of Creditas applicable, or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrower shall, without duplication of amounts payable pursuant to Section 2.10, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender’s Percentage Share of the Term Loan or Interim Loan, or Loans madeas applicable, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (2) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.7, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall constitute prima facie evidence thereof; provided that the Borrower shall not be conclusive required to compensate a Lender pursuant to this Section 2.7 for any increased costs or reduction in respect of a period occurring more than six months prior to the absence date that such Lender notifies the Borrower of manifest errorsuch Lender’s intention to claim compensation. (3) Other than as expressly provided in this Section 2.7, failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.7 shall not constitute a waiver of such Lender’s right to demand such compensation. The provisions hereof of this Section 2.7 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Loans and all other Obligations.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any subjects the Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change changes the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change changes in the rate of tax on the overall net income of such the Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsApplicable Interest Rate or any component thereof; or (3) Does or shall impose imposes on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any corporation Person controlling such the Lender, then, in any such case, the Company shall promptly pay to such the Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or rate of return as determined by such the Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f1(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for a change in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsEffective Fed Funds Rate or the Eurodollar Rate; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f6(f), it shall promptly notify the Company through the Administrative Agent of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued or amended after the Effective Date by any applicable central bank or other governmental authorityGovernmental Authority, agency or instrumentality or any change after the Effective Date in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except except, in each case, for a change in the rate of tax Tax on the overall net income of of, or franchise Taxes payable by, such Lender); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 applicable lending office of such any Lender which are not otherwise included in the determination of interest payable on the Obligationsmaking Loans hereunder; or (3c) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrowers shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.6, it shall promptly notify Borrowers through the Company Administrative Agent of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, through the Administrative Agent, to the Company Borrowers shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be under any obligation to compensate any Lender under this Section 2.6 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the statement required pursuant to the foregoing paragraph; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any change in any law, treaty, governmental rule, regulation or order within such 180-day period.

Requirements of Law; Increased Costs. In the event that any ------------------------------------ applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such LenderLender imposed by the jurisdiction in which such Lender maintains its principal office); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsApplicable Eurodollar Rate, the Federal Funds Funding Rate, the Prime Rate or the Buy- Down Rate; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f3(m), it shall promptly notify the Company through the Administrative Agent of the event by reason of which it has become so entitled. A In conjunction with such notification, such Lender shall provide the Company with a certificate as to specifying any additional amounts payable pursuant to the foregoing sentence containing sentence, which certificate shall set forth the calculation thereof of such amounts in sufficient detail and according to reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest errorand customary computation methods. The provisions hereof shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1i) Does or shall subject the Agent or any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (e) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2ii) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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, the Agent or any office of such Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3iii) Does or shall impose on such the Agent or any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to the Agent or any Lender (as determined by such Lender Person in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Agent or any Lender or any corporation Person controlling such the Agent or any Lender, then, in any such case, the Company Borrower shall promptly pay to the Agent or such Lender, upon as applicable, within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate the Agent or such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by Agent or such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Term Loan made hereunder. If a the Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify Borrower (and such Lender shall promptly notify the Company Agent) in writing of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Agent or such Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loan and all other Obligations. Failure or delay on the part of Agent or any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of the Agent’s or any Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate the Agent or any Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by Issuing Bank or any Lender Credit Support Provider with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject Issuing Bank or any Lender Credit Support Provider to any tax of any kind whatsoever with respect to this Agreement or any Loan made or Agreement, the Letter of Credit issued hereunderor the other L/C Documents or the transactions contemplated hereby or thereby, or change the basis of taxation of payments to Issuing Bank or such Lender Credit Support Provider of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of Issuing Bank or such LenderCredit Support Provider); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Issuing Bank or such Lender Credit Support Provider which are not otherwise included in the determination of interest payable on the L/C Obligations; or (3) Does or shall impose on Issuing Bank or such Lender Credit Support Provider any other condition; and the result of any of the foregoing is to increase the cost to Issuing Bank or such Lender Credit Support Provider of making, renewing or maintaining any Loan, or issuing, renewing renewing, maintaining, supporting or maintaining any participating in the Letter of Credit, Credit or to reduce any amount receivable in respect thereof or the rate of return on the capital of Issuing Bank or such Lender Credit Support Provider or any corporation controlling Issuing Bank or such LenderCredit Support Provider, then, in any such case, the Company shall promptly pay to Issuing Bank or such LenderCredit Support Provider, upon its written demand made through the Agent, any additional amounts necessary to compensate Issuing Bank or such Lender Credit Support Provider for such additional cost or reduced amounts receivable or rate of return as determined by Issuing Bank or such Lender with respect to this Agreement, or Loans made, or Letters of Credit issued hereunderSupport Provider. If Issuing Bank or a Lender Credit Support Provider becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(a), it shall promptly notify the Company through the Agent of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Issuing Bank or the Credit Support Provider to the Company through the Agent shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all outstanding Loans, the unrepaid L/C Drawings and all other L/C Obligations. 2(a) Nature and Place of Payments. All payments made on account of the L/C Obligations shall be made by the Company to the Agent (or the Issuing Bank as provided in Paragraph 1(b) above) for the account of Issuing Bank and the Credit Support Providers, as applicable, without setoff or counterclaim, in lawful money of the United States of America in immediately available same day funds, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority and must be received by the Agent by 12:00 noon (Los Angeles time) on the day of payment, it being expressly agreed and understood that if a payment is received after 12:00 noon (Los Angeles time) by the Agent, such payment will be considered to have been made by the Company on the next succeeding Business Day and interest thereon shall be payable by the Company at the then applicable rate during such extension. All payments on account of the L/C Obligations shall be made to the Agent through its Contact Office . If any payment required to be made by the Company hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension. The Agent is hereby irrevocably authorized by the Company, upon prior notice to the Company (which notice may be telephonic), to debit the general operating account of the Company, if any, maintained with the Agent for the full amount of monthly and periodic interest billxxxx, xxes and other L/C Obligations payable hereunder; provided, however, that the failure of the Agent to so debit such account shall not in any manner or to any extent affect the obligation of the Company to pay such L/C Obligations as provided herein and in the other L/C Documents.

Requirements of Law; Increased Costs. In (1) Subject to the provisions of subsection 2.10 (which shall be controlling with respect to the matters covered thereby), in the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Term Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Term Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrower shall, without duplication of amounts payable pursuant to Section 2.10, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender’s Percentage Share of the Term Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (2) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.7, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall constitute prima facie evidence thereof; provided that the Borrower shall not be conclusive required to compensate a Lender pursuant to this Section 2.7 for any increased costs or reduction in respect of a period occurring more than six months prior to the absence date that such Lender notifies the Borrower of manifest errorsuch Lender’s intention to claim compensation within six months from the date such circumstances become applicable. (3) Other than as expressly provided in this Section 2.7, failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.7 shall not constitute a waiver of such Lender’s right to demand such compensation. The provisions hereof of this Section 2.7 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Term Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable ------------------------------------ law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender Bank with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender Bank to any tax of any kind whatsoever with respect to this Agreement or any Loan Revolving Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender Bank of principal, fee, interest or any other amount payable hereunder (except for change changes in the rate of tax on the overall net income of such LenderBank); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender Bank which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender Bank any other conditioncondition relating to the making of loans, issuance of letters of credit or maintenance of credit facilities generally; and the result of any of the foregoing is to increase the cost to such Lender Bank of making, renewing or maintaining any Loan, Revolving Loan or issuing, renewing or maintaining any Letter of Credit, Credit or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender Bank or any corporation controlling such LenderBank, then, in any such case, the Company shall promptly pay to such LenderBank, upon its written demand made through the Agent, any additional amounts necessary to compensate such Lender Bank for such additional cost or reduced amounts receivable or rate of return as determined by such Lender Bank with respect to this Agreement, Agreement or Revolving Loans made, made or Letters of Credit issued hereunder. If a Lender Bank becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f3(e), it shall promptly notify the Company of the event by reason of -------------- which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail and stating the Bank's belief that the method of allocation chosen is reasonable submitted by a Lender Bank to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, Revolving Loans and unrepaid L/C Drawings and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In If (a) ------------------------------------- Regulation D of the event that Board of Governors of the Federal Reserve System, as amended or (b) after the date hereof, the adoption of any applicable law, order, rule or regulation, treaty or directive issued any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or other governmental authority, comparable agency or instrumentality or in charged with the governmental or judicial interpretation or application administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by of any such governmental or regulatory authority, central bank or other governmental authority, comparable agency or instrumentality:(a "REGULATORY CHANGE"): (1i) Does or shall subject any Lender to any tax of any kind whatsoever tax, duty or other charge with respect to this Agreement its LIBOR Loans, its Notes or any Loan made or Letter of Credit issued hereunderits obligations to make LIBOR Loans, or shall change the basis of taxation of payments to such any Lender of principal, fee, the principal of or interest on its LIBOR Loans or any other amount payable hereunder its obligations to make LIBOR Loans (except for change taxes on or changes in the rate of tax on the overall net income of such Lender);; or (2ii) Does or shall impose, modify or hold deem applicable any reservereserve (including, capital requirementwithout limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan capital or similar requirements requirement against assets held byof, or deposits or other liabilities in with or for the account of, advances or loans by, credit extended or other credit committed to be extended by, any Lender or shall, with respect to any Lender or the London interbank market, impose, modify or deem applicable any other acquisition of funds bycondition affecting its LIBOR Loans, any office of such Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does its Notes or shall impose on such Lender any other conditionits obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, and to impose a cost on or increase the cost to) such Lender of making, renewing making or maintaining any LIBOR Loan, or issuing, renewing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Notes with respect thereto, and if such Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "RESERVE PERCENTAGE" in respect thereof the calculation of the interest rate applicable to LIBOR Loans, then upon notice by such Lender to Borrowers together with a work sheet showing how the increase in cost or reduction in the rate amount received or receivable was calculated and details of return on the capital Regulatory Change (with a copy to Agent), Borrowers shall pay for the account of such Lender as additional interest, such additional amount or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agent, any additional amounts necessary to as will compensate such Lender for such additional increased cost or reduced amounts receivable or rate of return as determined reduction. The determination by such any Lender with respect to under this Agreement, or Loans made, or Letters of Credit issued hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify the Company Section of the event by reason of which additional amount or amounts to be paid to it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company hereunder shall be conclusive in the absence of manifest error. The provisions hereof In determining such amounts or amounts, the Lenders may use any reasonable averaging and attribution methods. If the Lender demands additional compensation under this Section, at the option of the Borrowers and upon five (5) Business Days' prior telecopy notice (to be confirmed promptly by letter) given by the Borrowers to such Lender, the Commitment of such Lender to make LIBOR Loans shall survive the termination of this Agreement forthwith be canceled and payment of all loans by such Lender then outstanding as LIBOR Loans, unrepaid L/C Drawings and all other Obligationsif any, shall be converted automatically to Prime Loans. If any such conversion of a LIBOR Loan is made on a day which is not the last day of an Interest Period therefor, the Borrowers shall pay to such Lender upon such Lender's request, such amount or amounts as may be necessary to compensate such Lender for such increased cost in respect of such LIBOR Loan or as a result of such conversion.

Requirements of Law; Increased Costs. (i) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality:, in each case enacted after the date hereof (or any change enacted after the date hereof) (provided however that the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the bank for international settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change enacted after the date hereof, regardless of the date enacted, adopted or issued): (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrower shall, without duplication of amounts payable pursuant to Section 2.2.9, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender’s Percentage Share of the Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (ii) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.2.6, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to Borrower, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall constitute prima facie evidence thereof. (iii) Failure or delay on the Company part of any Lender to demand compensation pursuant to this Section 2.2.6 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate or reimburse a Lender pursuant to this Article II for any increased costs or reductions in return in the event such Lender does not notify Borrower within three hundred and sixty-five (365) days of such Lender becoming aware of the circumstances; provided, further that if any of the circumstances giving rise to such increased costs or reductions in return are retroactive, then the three hundred and sixty-five (365) day period referred to in the preceding proviso shall be conclusive in extended to include the absence period of manifest errorretroactive effect. The provisions hereof of this Section 2.2.6 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any subjects Lender to any tax of any kind whatsoever with respect to this Agreement or any the Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such any Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLIBOR Rate or the Prime Rate; or (3) Does or shall impose imposes on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company shall promptly shall, subject to the provisions hereof pay to such Lender, upon its the Lender within 15 days (the "15 day period") of written demand made through by the AgentLender, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Loan made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(c), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loan and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1) a. Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderAgreement, or change the basis of taxation of payments to such Lender of principal, fee, interest Term Loans or any other amount payable hereunder Loan Documents (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2) b. Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3) c. Does or shall impose on such any Lender any other conditioncondition (other than Taxes, which are addressed in clause (a) above); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, such Lender shall notify Borrower in writing of the Company event by reason of which it has incurred additional costs or has reduced amounts receivable or rate of return, and submit to Borrower a certificate as to such additional costs or has reduced amounts receivable or rate of return containing the calculation thereof in reasonable detail, which shall promptly be conclusive in the absence of manifest error. Borrower shall promptly, and no later than thirty (30) days of its receipt of the certificate described above, pay to such Lender, upon its written demand made through subject to the Agentterms of this Section 2.5, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof of this Section 2.5 shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any such Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes and Taxes described in clauses (b) and (c) of the definition of Excluded Taxes and in the rate definition of tax on the overall net income of such LenderConnection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such Lender any other condition; and the result result, directly or indirectly, of any of the foregoing is (i) to increase the cost to such Lender (as determined by Lender in good faith using calculation methods customary in the industry) of making, renewing funding or maintaining any Term Loan, or issuing, renewing or maintaining any Letter of Credit, or (ii) to reduce any amount received or receivable in respect thereof by Lender or the return to be earned by Lender thereon, or (iii) to reduce the rate of return on the any capital of such Lender or any corporation controlling Affiliate of Lender that Lender or such Lender, Affiliate is required to maintain on account of the Term Loans; then, in any such case, the Company Borrower shall promptly pay to such Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of Lender’s right to demand such compensation; provided, that Borrower shall not be under any obligation to compensate Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. (d) If any Lender shall request compensation under this Section 2.5 or Section 2.6, then such Lender shall use commercially reasonable efforts (i) to file any certificate or document reasonably requested in writing by Borrower or (ii) to assign its rights and delegate and transfer its obligations hereunder to an Affiliate, in the case of clause (i) or (ii) above, if such filing or assignment would subsequently reduce its claims for compensation under this Section 2.5 or amounts payable pursuant to Section 2.6, as the case may be. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing, assignment, delegation or transfer.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued or amended after the Effective Date by any applicable central bank or other governmental authorityGovernmental Authority, agency or instrumentality or any change after the Effective Date in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except except, in each case, for a change in the rate of tax Tax on the overall net income of of, or franchise Taxes payable by, such Lender); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 applicable lending office of such any Lender which are not otherwise included in the determination of interest payable on the Obligationsmaking Term Loans hereunder; or (3c) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Term Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrowers shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify Borrowers through the Company Administrative Agent of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, through the Administrative Agent, to the Company Borrowers shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. (d) Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be under any obligation to compensate any Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the statement required pursuant to the foregoing paragraph; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any change in any law, treaty, governmental rule, regulation or order within such 180-day period.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued after the Effective Date by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or any change after the Effective Date in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for a change in the rate of tax on the overall net income of of, or franchise taxes payable by, such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 applicable lending office of such Lender making Loans hereunder which are not otherwise included in the determination of interest payable on the ObligationsEffective Fed Funds Rate or the Eurodollar Rate; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f(f), it shall promptly notify the Company through the Administrative Agent of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligations.

Requirements of Law; Increased Costs. (1) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Term Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Term Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrower shall, without duplication of amounts payable pursuant to Section 2.10, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender’s Percentage Share of the Term Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (2) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.7, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall be conclusive in constitute prima facie evidence thereof. (3) Failure or delay on the absence part of manifest errorany Lender to demand compensation pursuant to this Section 2.7 shall not constitute a waiver of such Lender’s right to demand such compensation. The provisions hereof of this Section 2.7 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Term Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental governmental, regulatory or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Loan, or change the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsObligations on the Closing Date; or (3) Does or shall impose on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such the Lender or any corporation controlling such the Lender, then, in any such case, the Company Borrower shall promptly pay to such the Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such the Lender with respect to this Agreement, Agreement or Loans made, or Letters made hereunder but only to the extent the Lender is generally requiring such compensation from its borrowers with respect to credit facilities in the nature of Credit issued hereunderthe credit facility evidenced hereby. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(d), it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligations.

Requirements of Law; Increased Costs. In the event that a change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans or GNMA Pool Advance Loans purchased or made or Letter of Credit issued hereunder, or change changes the basis of taxation of payments to such Lender of principal, feefees, interest or any other amount payable hereunder (except for change changes in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsBalance Bank Discount, the Lender Discount, the Applicable Federal Funds Rate or the Applicable Eurodollar Rate or the rate applicable to a Negotiated Loan or a GNMA Pool Advance Loan; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of purchasing, making, agreeing to make, renewing or maintaining or issuing any Loan, Loan or issuing, renewing or maintaining any Letter of Credit, GNMA Pool Advance Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued hereundersuch credit extensions. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(fParagraph 4(j), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof obligations of the Company under this Paragraph 4(j) shall survive the termination of this Agreement and the payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such the Lender or any corporation controlling such the Lender, then, in any such case, the Company shall promptly pay to such the Lender, upon its written notice and demand made through the AgentLender, any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or rate of return as determined by such the Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f7(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligations.

Requirements of Law; Increased Costs. In If (a) Regulation D ------------------------------------- of the event that Board of Governors of the Federal Reserve System, as amended or (b) after the date hereof, the adoption of any applicable law, order, rule or regulation, treaty or directive issued any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or other governmental authority, comparable agency or instrumentality or in charged with the governmental or judicial interpretation or application administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by of any such governmental or regulatory authority, central bank or other governmental authority, comparable agency or instrumentality:(a "Regulatory Change"): (1i) Does or shall subject any Lender to any tax of any kind whatsoever tax, duty or other charge with respect to this Agreement its LIBOR Loans, its Notes or any Loan made or Letter of Credit issued hereunderits obligations to make LIBOR Loans, or shall change the basis of taxation of payments to such any Lender of principal, fee, the principal of or interest on its LIBOR Loans or any other amount payable hereunder its obligations to make LIBOR Loans (except for change taxes on or changes in the rate of tax on the overall net income of such Lender);; or (2ii) Does or shall impose, modify or hold deem applicable any reservereserve (including, capital requirementwithout limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan capital or similar requirements requirement against assets held byof, or deposits or other liabilities in with or for the account of, advances or loans by, credit extended or other credit committed to be extended by, any Lender or shall, with respect to any Lender or the London interbank market, impose, modify or deem applicable any other acquisition of funds bycondition affecting its LIBOR Loans, any office of such Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does its Notes or shall impose on such Lender any other conditionits obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, and to impose a cost on or increase the cost to) such Lender of making, renewing making or maintaining any LIBOR Loan, or issuing, renewing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Notes with respect thereto, and if such Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "Reserve Percentage" in respect thereof the calculation of the interest rate applicable to LIBOR Loans, then upon notice by such Lender to Borrowers together with a work sheet showing how the increase in cost or reduction in the rate amount received or receivable was calculated and details of return on the capital Regulatory Change (with a copy to Agent), Borrowers shall pay for the account of such Lender as additional interest, such additional amount or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agent, any additional amounts necessary to as will compensate such Lender for such additional increased cost or reduced amounts receivable or rate of return as determined reduction. The determination by such any Lender with respect to under this Agreement, or Loans made, or Letters of Credit issued hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify the Company Section of the event by reason of which additional amount or amounts to be paid to it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company hereunder shall be conclusive in the absence of manifest error. The provisions hereof In determining such amounts or amounts, the Lenders may use any reasonable averaging and attribution methods. If the Lender demands additional compensation under this Section, at the option of the Borrowers and upon five (5) Business Days' prior telecopy notice (to be confirmed promptly by letter) given by the Borrowers to such Lender, the Commitment of such Lender to make LIBOR Loans shall survive the termination of this Agreement forthwith be canceled and payment of all loans by such Lender then outstanding as LIBOR Loans, unrepaid L/C Drawings and all other Obligationsif any, shall be converted automatically to Prime Loans. If any such conversion of a LIBOR Loan is made on a day which is not the last day of an Interest Period therefor, the Borrowers shall pay to such Lender upon such Lender's request, such amount or amounts as may be necessary to compensate such Lender for such increased cost in respect of such LIBOR Loan or as a result of such conversion.

Requirements of Law; Increased Costs. (1) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Interim Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing making or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Interim Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrowers shall, without duplication of amounts payable pursuant to Section 2.10, promptly pay to such Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or the Interim Loan, or Loans made, or Letters so long as the Lender requires substantially all obligors under other commitments of Credit issued hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify type made available by the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to similarly so compensate the Company shall be conclusive in the absence of manifest error. Lender. (2) The provisions hereof of this Section 2.7 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Interim Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender Bank with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality: (1) Does or shall subject any Lender the Bank to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Letters Of Credit issued hereunder, or change the basis of taxation of payments to such Lender the Bank of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lenderthe Bank); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements against assets held by, or deposits or other liabilities in or for the account of, advances or loans Loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Bank which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender the Bank any other condition; and the result of any of the foregoing is to increase the cost to such Lender the Bank of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender the Bank or any corporation controlling such Lenderthe Bank, then, in any such case, the Company Borrower shall promptly pay to such Lenderthe Bank, upon its written demand made through to the AgentBorrower, any additional amounts necessary to compensate such Lender the Bank for such additional cost or reduced amounts receivable or rate of return as determined by such Lender the Bank with respect to this Agreement, Agreement or Loans made, made or Letters of Of Credit issued hereunder. If a Lender the Bank becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)SECTION 2.9, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender the Bank to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. (1) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank baiik or other governmental authority, agency or instrumentality: (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrowers shall, without duplication of amounts payable pursuant to Section 2.9, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender’s Percentage Share of the Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (2) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.6, it shall promptly notify the Company Borrowers of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrowers, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall be conclusive in constitute prima facie evidence (3) Failure or delay on the absence part of manifest errorany Lender to demand compensation pursuant to this Section 2.6 shall not constitute a waiver of such Lender’s right to demand such compensation. The provisions hereof of this Section 2.6 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any subjects the Lender to any tax of any kind whatsoever with respect to this Agreement or any the Loan made or Letter of Credit issued hereunder, or change changes the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLIBOR-Based Rate; or (3) Does or shall impose imposes on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the such capital of such the Lender or any corporation Person controlling such the Lender, then, in any such case, the Company shall promptly pay to such the Lender, upon its written demand made through by the AgentLender, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Loan made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f1(e), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loan and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. (1) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrower shall, without duplication of amounts payable pursuant to Section 2.9, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender’s Percentage Share of the Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (2) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.6, it shall promptly notify the Company Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrower, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall be conclusive in constitute prima facie evidence thereof. (3) Failure or delay on the absence part of manifest errorany Lender to demand compensation pursuant to this Section 2.6 shall not constitute a waiver of such Lender’s right to demand such compensation. The provisions hereof of this Section 2.6 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject the Agent or any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any the Term Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (e) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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, the Agent or any office of such Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such the Agent or any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to the Agent or any Lender (as determined by such Lender Person in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Agent or any Lender or any corporation Person controlling such the Agent or any Lender, then, in any such case, the Company Borrower shall promptly pay to the Agent or such Lender, upon as applicable, within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate the Agent or such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by Agent or such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Term Loan made hereunder. If a the Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify Borrower (and such Lender shall promptly notify the Company Agent) in writing of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Agent or such Lender to the Company Borrower shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loan and all other Obligations. Failure or delay on the part of Agent or any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of the Agent’s or any Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate the Agent or any Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any subjects Lender to any tax of any kind whatsoever with respect to this Agreement or any the Loan made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLIBOR Rate or the Prime Rate; or (3) Does or shall impose imposes on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company shall promptly shall, subject to the provisions hereof pay to such Lender, upon its the Lender within 15 days (the “15 day period”) of written demand made through by the AgentLender, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued the Loan made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loan and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject subjects any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such any Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 any Lender which are not otherwise included in the determination of interest payable on the ObligationsApplicable Eurodollar Rate or the Corporate Base Rate or Fed Funds Rate; or (3) Does or shall impose imposes on such a Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company shall promptly shall, subject to the provisions hereof pay to the Administrative Agent for remittance to such Lender, upon its within 15 days (the "15 day period") of written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans mademade hereunder (unless the Company has given written notice within the 15 day period that such Lender's Maximum Commitment has been terminated in accordance with the proviso to this Paragraph 2(c)); provided, however, that if any Lender makes any such demand to the Company, the Company shall have the right upon receipt of such demand to prepay, in full, all Loans outstanding from such Lender and all accrued interest thereon, whereupon: (i) the Aggregate Facility Commitment will be reduced by an amount equal to such Lender's Maximum Commitment and (ii) all rights and obligations of such Lender will be deemed to have terminated under this Agreement and all other Credit Documents and such Lender will no longer be a party hereto or Letters thereto; provided further, however, that the foregoing will not be effective unless no Event of Credit issued hereunderDefault has occurred and is continuing. If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(c), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued or amended after the Effective Date by any applicable central bank or other governmental authorityGovernmental Authority, agency or instrumentality or any change after the Effective Date in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except except, in each case, for a change in the rate of tax on the overall net income of of, or franchise taxes payable by, such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 applicable lending office of such Lender which are not otherwise included in the determination of interest payable on the Obligationsmaking Loans hereunder; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrowers shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify the Company Borrowers through the Administrative Agent of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, through the Administrative Agent, to the Company Borrowers shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued or amended after the Effective Date by any applicable central bank or other governmental authorityGovernmental Authority, agency or instrumentality or any change after the Effective Date in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except except, in each case, for a change in the rate of tax on the overall net income of of, or franchise taxes payable by, such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended Second Amended and Restated Credit Agreement by, or any other acquisition of funds by, any applicable lending office of such Lender which are not otherwise included in the determination of interest payable on the Obligationsmaking Loans hereunder; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrowers shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f5(e), it shall promptly notify the Company Borrowers through the Administrative Agent of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, through the Administrative Agent, to the Company Borrowers shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligations.

Requirements of Law; Increased Costs. In the event that a change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued subsequent to the date hereof by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans purchased or made or Letter of Credit issued hereunder, or change changes the basis of taxation of payments to such Lender of principal, feefees, interest or any other amount payable hereunder (except for change changes in the rate of tax on the overall net income of such Lender); ; (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsApplicable Federal Funds Rate or the Applicable Eurodollar Rate; or or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of purchasing, making, agreeing to make, renewing or maintaining or issuing any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued hereundersuch credit extensions. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f4(h), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof obligations of the Company under this Paragraph 4(h) shall survive the termination of this Agreement and the payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan the Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this AgreementAgreement or the Term Loans made hereunder; provided. that amounts shall only be payable by Borrower to such Lender under this Section 2.5 so long as it is such Lender’s general policy and practice to demand compensation of its other borrowers in similar circumstances under comparable provisions of other financing agreements and, or Loans madeupon the request of Borrower, or Letters such Lender provides a certificate to such effect (with a copy of Credit issued hereundersuch certificate to the Collateral Agent). If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations.other

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter the Term Loans (except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of Credit issued hereunderthe definition of Excluded Taxes, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lenderand Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon within thirty (30) days of its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law; Increased Costs. In the event that ------------------------------------ any change subsequent to the date hereof in any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authorityGovernmental Authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityGovernmental Authority: (1) Does or shall subject any subjects the Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such the Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such the Lender); (2) Does imposes, modifies or shall impose, modify or hold holds applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsFed Funds Rate or the LIBOR Rate; or (3) Does or shall impose imposes on such the Lender any other condition; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any corporation Person controlling such the Lender, then, in any such case, the Company shall promptly pay to such the Lender, upon its written demand made through the Agentdemand, any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or rate of return as determined by such the Lender with respect to this Agreement, Agreement or Loans made, or Letters of Credit issued made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f1(g), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Loans and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes and Taxes described in clauses (b) through (c) of the rate definition of tax on the overall net income of such LenderExcluded Taxes and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 applicable lending office of such any Lender which are not otherwise included in the determination of interest payable on the Obligationsmaking Term Loans hereunder; or (3c) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, Term Loan or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrowers shall promptly pay to the Administrative Agent for remittance to such Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify Borrowers through the Company Administrative Agent of the event by reason of which it has become so entitled. A , and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender Lender, through the Administrative Agent, to the Company Borrowers shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be under any obligation to compensate any Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement or any Loan Revolving Loans made or Letter Letters of Credit issued hereunder, or change the basis of taxation of payments to such Lender or Issuing Bank of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender or Issuing Bank which are not otherwise included in the determination of interest payable on the ObligationsObligations on account of Revolving Loans or Letters of Credit; or (3) Does or shall impose on such Lender or Issuing Bank any other condition; and the result of any of the foregoing is to increase increase, after the date of this Agreement (in the case of any Lender listed on the signature pages hereof) or after the date of the assignment agreement pursuant to which such Lender becomes a Lender (in the case of each other Lender), the cost to such Lender or Issuing Bank of making, renewing or maintaining any Loan, Revolving Loan or issuing, renewing or maintaining any Letter of Credit, Credit or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such LenderLender or Issuing Bank, then, in any such case, the Company shall promptly pay to such LenderLender or Issuing Bank, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender or Issuing Bank for such additional cost or reduced amounts receivable or rate of return as determined by such Lender or Issuing Bank with respect to this Agreement, Agreement or Revolving Loans made, made or Letters Letter of Credit issued hereunder. If a Lender or the Issuing Bank becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f2(d), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender or Issuing Bank to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement Agreement, payment of the outstanding Revolving Loans, termination of the Letters of Credit and payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligationsamounts payable hereunder.

Requirements of Law; Increased Costs. (1) In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1A) Does or shall subject any Lender to any tax Taxes of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderthe Interim Loan, or change the basis of taxation of determining the Taxes imposed on payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2B) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3C) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter its Percentage Share of Credit, the Interim Loan or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall Borrowers shall, without duplication of amounts payable pursuant to Section 2.10, promptly pay to such Lender, upon its written demand made through the Administrative Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this AgreementAgreement or such Lender's Percentage Share of the Interim Loan, or Loans made, or Letters so long as such Lender requires substantially all obligors under other commitments of Credit issued hereunder. this type made available by such Lender to similarly so compensate such Lender. (2) If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.7, it shall promptly notify the Company Borrowers of the event by reason of which it has become so entitled. A certificate as to any additional amounts so claimed payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company Borrowers, accompanied by a certification that such Lender has required substantially all obligors under other commitments of this type made available by such Lender to similarly so compensate such Lender, shall be conclusive in constitute prima facie evidence thereof. (3) Failure or delay on the absence part of manifest errorany Lender to demand compensation pursuant to this Section 2.7 shall not constitute a waiver of such Lender's right to demand such compensation. The provisions hereof of this Section 2.7 shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings the Interim Loan and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentality: (1) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued or FX Transaction entered into hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change in the rate of tax on the overall net income of such Lender); (2) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the Obligations; or (3) Does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, or entering into, renewing or maintaining any FX Transaction, or to reduce any amount receivable in respect thereof or the rate of return on the capital of such Lender or any corporation controlling such Lender, then, in any such case, the Company shall promptly pay to such Lender, upon its written demand made through the Agent, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as determined by such Lender with respect to this Agreement, or Loans made, or Letters of Credit issued issued, or FX Transactions entered into hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment of all outstanding Loans, unrepaid L/C Drawings and all other Obligations.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan the Term Loans made or Letter of Credit issued hereunder, or change the basis of taxation of payments to such Lender of principal, fee, interest or any other amount payable hereunder (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does does or shall impose on such any Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, the Company Borrower shall promptly pay to such the applicable Lender, upon its written demand made through receipt of the Agentcertificate described below, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a any Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f)Section 2.5, it shall promptly notify the Company Borrower in writing of the event by reason of which it has become so entitled. A entitled (with a copy of such notice to the Collateral Agent), and a certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a such Lender to Borrower (with a copy of such certificate to the Company Collateral Agent) shall be conclusive in the absence of manifest error. The provisions hereof shall survive the termination of this Agreement and payment Payment in Full. Failure or delay on the part of all outstanding Loansany Lender to demand compensation for any increased costs, unrepaid L/C Drawings and all other Obligationsreduction in amounts received or receivable, or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to any such amounts arising in any period for which notice is not delivered within 180 days; provided, however, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period.

Requirements of Law; Increased Costs. In the event that any applicable law, order, regulation, treaty or directive issued by any central bank or other governmental authority, agency or instrumentality or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued by any central bank or other governmental authority, agency or instrumentalityLaw: (1a) Does or shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement or any Loan made or Letter of Credit issued hereunderAgreement, or change the basis of taxation of payments to such Lender of principal, fee, interest Term Loans or any other amount payable hereunder Loan Documents (except for change except, in each case, Indemnified Taxes, Taxes described in clause (b) through (d) of the rate definition of tax on the overall net income of such LenderExcluded Taxes, and Connection Income Taxes); (2b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirements 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 Lender which are not otherwise included in the determination of interest payable on the ObligationsLender; or (3c) Does or shall impose on such any Lender any other conditioncondition (other than Taxes, which are addressed in clause (a) above); and the result of any of the foregoing is to increase the cost to such Lender (as determined by such Lender in good faith using calculation methods customary in the industry) of making, renewing or maintaining any Loan, or issuing, renewing or maintaining any Letter of Credit, the Term Loans or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any corporation Person controlling such Lender, then, in any such case, such Lender shall notify Borrower in writing of the Company event by reason of which it has incurred additional costs or has reduced amounts receivable or rate of return, and submit to Borrower a certificate as to such additional costs or has reduced amounts receivable or rate of return containing the calculation thereof in reasonable detail, which shall promptly be conclusive in the absence of manifest error. Borrower shall promptly, and no later than thirty (30) days of its receipt of the certificate described above, pay to such Lender, upon its written demand made through subject to the Agentterms of this Section 2.5, any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or rate of return as reasonably determined by such Lender with respect to this Agreement, Agreement or the Term Loans made, or Letters of Credit issued made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Paragraph 5(f), it shall promptly notify the Company of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be conclusive in the absence of manifest error. The provisions hereof of this Section 2.5 shall survive the termination of this Agreement and the payment of all the outstanding Loans, unrepaid L/C Drawings Term Loans and all other Obligations. Failure or delay on the part of any such Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 2.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be under any obligation to compensate such Lender under this Section 2.5 with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to the date of the delivery of the notice required pursuant to the foregoing provisions of this paragraph; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.