Common use of Requirements of Law Clause in Contracts

Requirements of Law. If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.18 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. IfExcept with respect to Taxes, after the date hereof, which shall be governed exclusively by Section 2.19 of this Agreement: (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Eurocurrency Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Eurocurrency Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower or receivable relevant Subsidiary Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower or relevant Subsidiary Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the or relevant Subsidiary Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section, the Borrower or relevant Subsidiary Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender may use any reasonable averaging notifies the Borrower or such Subsidiary Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower or relevant Subsidiary Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with applicable to the interpretation or administration thereofLender, or compliance by any the Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender) (it being understood and agreed that matters set forth in the Consultation Paper issued by the Basle Committee on Banking Supervision of June 1999 shall not be treated as having been adopted or comparable agency:applied prior to the Closing Date): (i) shall subject such the Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, the Loans made by it or change the basis of taxation of any amounts payable payments to such the Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.8 (including Non-Excluded Taxes imposed solely by reason of any Eurodollar Loans failure of the Lender to comply with its obligations under Section 2.8 (other than b)) and changes in taxes measured by or imposed on upon the overall net income income, or franchise tax (imposed in lieu of such net income tax), of the Lender by the jurisdiction in which such Lender has or its principal office applicable lending office, branch, or such Applicable Lending Officeany affiliate thereof); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any account of, advances, loans or other extensions of credit or other assets ofby, or any deposits with or other liabilities or commitments ofacquisition of funds by, such Lender (or its Applicable Lending Office), including any office of the Commitment of such Lender hereunderLender; or (iii) shall impose on such the Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or (excluding any tax of such extensions of credit or liabilities or commitmentsany kind whatsoever); and the result of any of the foregoing is to increase the cost to the Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting into, Continuing, continuing or maintaining any Eurodollar the Loans or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect case, upon notice to any Eurodollar Loansthe Borrower from the Lender, then in accordance herewith, the Borrower shall promptly pay the Lender, upon its demand, any additional amounts necessary to such Lender on demand such amount or amounts as will compensate such the Lender for such increased cost or reduction. If any Lender requests compensation by reduced amount receivable; provided that the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 3.92.7 if the Lender shall not have delivered such written notice to the Borrower, within ninety (90) days following the later of (A) the date of occurrence of the event which forms the basis for such notice and request for compensation and (B) the date the Lender becomes aware of such event. Notwithstanding anything herein to the contrary, the Borrower mayXxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, by rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, shall be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented. If the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall provide prompt notice to such Lender (with a copy thereof to the Agent), suspend Borrower certifying (x) that one of the obligation events described in this Section has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by the Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts payable pursuant to this Section 3.9 submitted by the Lender to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment of additional amounts under this Section 2.7, the Lender will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office office, branch or Affiliate as the office, branch or Affiliate of the Lender making, continuing or maintaining the Loans hereunder or having the commitments and obligations hereunder resulting in such increased cost to the Lender or reduction in the amount receivable by the Lender hereunder if making such designation will would avoid the need for, or reduce the amount of, such compensation increased cost or would avoid or decrease the reduction in the amount receivable hereunder and will would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methodsLender.

Requirements of Law. If, after the date hereof, If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with applicable to the interpretation or administration thereofLender, or compliance by any the Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender) (it being understood and agreed that matters set forth in the Consultation Paper issued by the Basle Committee on Banking Supervision of June 1999 shall not be treated as having been adopted or comparable agency:applied prior to the Closing Date): (i) shall subject such the Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, the Loans made by it or change the basis of taxation of any amounts payable payments to such the Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.8 (including Non-Excluded Taxes imposed solely by reason of any Eurodollar Loans failure of the Lender to comply with its obligations under Section 2.8 (other than b)) and changes in taxes measured by or imposed on upon the overall net income income, or franchise tax (imposed in lieu of such net income tax), of the Lender by the jurisdiction in which such Lender has or its principal office applicable lending office, branch, or such Applicable Lending Officeany affiliate thereof); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any account of, advances, loans or other extensions of credit or other assets ofby, or any deposits with or other liabilities or commitments ofacquisition of funds by, such Lender (or its Applicable Lending Office), including any office of the Commitment of such Lender hereunderLender; or (iii) shall impose on such the Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or (excluding any tax of such extensions of credit or liabilities or commitmentsany kind whatsoever); and the result of any of the foregoing is to increase the cost to the Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting into, Continuing, continuing or maintaining any Eurodollar the Loans or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect case, upon notice to any Eurodollar Loansthe Borrower from the Lender, then in accordance herewith, the Borrower shall promptly pay the Lender, upon its demand, any additional amounts necessary to such Lender on demand such amount or amounts as will compensate such the Lender for such increased cost or reduction. If any Lender requests compensation by reduced amount receivable; provided that the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 3.92.7 if the Lender shall not have delivered such written notice to the Borrower, within ninety (90) days following the later of (A) the date of occurrence of the event which forms the basis for such notice and request for compensation and (B) the date the Lender becomes aware of such event. If the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall provide prompt notice thereof to the Borrower maycertifying (x) that one of the events described in this Section has occurred and describing in reasonable detail the nature of such event, by notice to such Lender (with a copy y) as to the Agent), suspend increased cost or reduced amount resulting from such event and (z) as to the obligation additional amount demanded by the Lender and a reasonably detailed explanation of such Lender the calculation thereof. Such a certificate as to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts payable pursuant to this Section 3.9 submitted by the Lender to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment of additional amounts under this Section 2.7, the Lender will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office office, branch or Affiliate as the office, branch or Affiliate of the Lender making, continuing or maintaining the Loans hereunder or having the commitments and obligations hereunder resulting in such increased cost to the Lender or reduction in the amount receivable by the Lender hereunder if making such designation will would avoid the need for, or reduce the amount of, such compensation increased cost or would avoid or decrease the reduction in the amount receivable hereunder and will would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methodsLender.

Requirements of Law. If, after the date hereof, (a) If (i) the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental AuthorityAuthority made subsequent to the date hereof, central bank(ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines, or comparable agencydirectives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued or (iii) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements or the Basel Committee on Banking Supervision (or any successor or similar authority), in each case pursuant to Basel III, regardless of the date actually enacted, adopted or issued: (iA) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by, or Taxes specifically excluded under, Section 2.16 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (iiB) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar LIBO Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiC) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentssimilar condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received or amount receivable by such Lender hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower by providing a certificate along with reasonably detailed calculations of such additional amounts (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority, including compliance with (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines, or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued and (ii) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements or the Basel Committee on Banking Supervision (or any successor or similar authority) pursuant to Basel III, made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy and liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower by providing a certificate along with reasonably detailed calculations of such additional amounts (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section 2.15 submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section 2.15, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any amounts incurred more than six months prior to the date that such Lender may use any reasonable averaging notifies the Borrower of such Lender’s intention to claim compensation therefor if such Lender knew or could reasonably know of the circumstances giving rise to such additional amounts payable pursuant to this Section 2.15; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.15 shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, the adoption (a) If any Requirement of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, Law or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge Tax of any kind whatsoever with respect to any Eurodollar Loansthis Loan Agreement, its Notesthe Note or the Loan (excluding (A) Indemnified Taxes, or its obligation to make Eurodollar Loans, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)thereof; (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory advance or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances or other extensions of credit by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender LIBOR hereunder; or; (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) any company Controlling Lender, by an amount which Lender deems to be material, of making, Converting into, Continuing, making or maintaining any Eurodollar Loans the Loan or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such case, Borrower shall, from time to time, upon receipt of prior written notice of such fact and a reasonably detailed description of the circumstances, either (a) promptly pay Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or any company Controlling Lender for such increased cost or reduced amount receivable, or (b) prepay the Loan, in whole but not in part, including all accrued and unpaid interest on the amount so prepaid to the date of such prepayment, but without any Exit Fee. (b) If Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Lender or any company Controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of increasing the amount of capital to be held by Lender or such company with respect to the Loan or reducing the rate of return on Lender’s or such company’s capital as a consequence of its obligations hereunder by an amount deemed by Lender to be material (taking into consideration Lender’s or such company’s policies with respect to capital adequacy), then from time to time, Borrower shall promptly, upon notice from Lender, either (a) pay to Lender such additional amount or amounts as will compensate Lender or any company Controlling Lender for such reduction. , or (b) prepay the Loan, in whole but not in part, including all accrued and unpaid interest on the amount so prepaid to the date of such prepayment, but without any Exit Fee. (c) If Lender becomes entitled to claim any Lender requests compensation by the Borrower under additional amounts pursuant to this Section 3.92.08, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender it shall promptly notify Borrower of the Borrower and the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle such Lender become so entitled. A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous subsection submitted by Lender to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.19 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on or measured by the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letters of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender may use any reasonable averaging notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.17 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any amounts pursuant to this paragraph, it shall promptly notify the Borrower in writing (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such period for which the Borrower shall be required to compensate the Lenders shall be extended to include the period of such retroactive effect. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If ; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such period for which the Borrower shall be required to compensate the Lenders shall be extended to include the period of such retroactive effect (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 3.10 (including Non-Excluded Taxes not subject to indemnification under Section 3.10) and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans Loans, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such Person’s capital as a consequence of its Applicable Lending Office) under this Credit Agreement obligations hereunder to a level below that which such Lender or its Notes such Person could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Person’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section 3.9 submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section 3.9, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.9 for any amounts incurred more than six months prior to the date that such Lender may use any reasonable averaging notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 3.9 shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, the adoption of (a) If any applicable law, rule, or regulation, or any change Change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agencyLaw shall: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall legally impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received or amount receivable by such Lender hereunder in respect thereof, then, in any such case, the Borrower shall promptly and in any event within five (5) Business Days pay such Lender, upon its written demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that any Change in Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy or liquidity requirements) by an amount reasonably deemed by such Lender to be material and to the extent reasonably determined such increase in capital to be allocable to the existence of such Lender’s Commitments or participations in Letters of Credit hereunder, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of ) with appropriate detail demonstrating how such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which were derived shall be conclusive in the absence of manifest error. In determining such amount. (d) This Section 2.18 shall not apply to taxes, such Lender may use any reasonable averaging and attribution methodswhich shall be governed by Section 2.19.

Requirements of Law. If, after the date hereof, the adoption (a) If any Requirement of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, Law or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (or its Applicable Lending Office) to any taxTax or increased Tax of any kind (other than (1) Taxes described in clauses (a) through (c) of the definition of Non-Excluded Taxes, duty(2) Excluded Taxes, or other charge (3) Non-Excluded Taxes, which shall be governed by Section 7 hereof, (4) Taxes attributable to Lender’s failure to comply with Section 7(e), and (5) Other Taxes) whatsoever with respect to this Agreement or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, Advance or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)thereof; (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender LIBOR Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which Lender (or its Applicable Lending Office) reasonably deems to be material, of making, Converting into, Continuing, continuing or maintaining any Eurodollar Loans Advance or to reduce any sum received amount due or receivable owing hereunder in respect thereof, then, in any such case, Borrowers shall promptly pay Lender such additional amount or amounts as calculated by Lender in good faith as will compensate Lender for such increased cost or reduced amount receivable. (b) If Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Lender or any corporation controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) under this Credit Agreement obligations hereunder to a level below that which Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount reasonably deemed by Lender to be material, then the Borrower from time to time, Borrowers shall promptly pay to Lender such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. . (c) If Lender becomes entitled to claim any Lender requests compensation by the Borrower under additional amounts pursuant to this Section 3.9Section, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender it shall promptly notify Borrowers of the Borrower and the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle such Lender become so entitled. A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous submitted by Lender to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Borrowers shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by applicable to any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereofLender, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin each case made subsequent to the Closing Date (or, or comparable agency:if later, the date on which such Lender becomes a Lender): (ia) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, Letter of Credit or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for (i) Non-Excluded Taxes covered by Section 3.10 (including Non-Excluded Taxes imposed solely by reason of any Eurodollar Loans failure of such Lender to comply with its obligations under Section 3.10(b)) and (other than ii) changes in taxes measured by or imposed on upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender by the jurisdiction in which such Lender has or its principal office applicable lending office, branch, or such Applicable Lending Officeany affiliate thereof)); (iib) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any account of, advances, loans or other extensions of credit or other assets ofby, or any deposits with or other liabilities or commitments ofacquisition of funds by, such Lender (or its Applicable Lending Office), including the Commitment any office of such Lender hereunderLender; or (iiic) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or (excluding any tax of such extensions of credit or liabilities or commitmentsany kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting into, Continuing, or maintaining any Eurodollar Loans participating in Letters of Credit or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect case, upon notice to any Eurodollar Loansthe Borrower from such Lender, then through the Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reductionreduced amount receivable. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice becomes entitled to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of claim any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts pursuant to this Section 3.9 subsection, it shall provide prompt notice thereof to the Borrower, through the Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and will designate describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a different Applicable Lending Office if such designation will avoid reasonably detailed explanation of the need for, or reduce the amount of, such compensation and will not, in the judgment of calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish through the Agent, to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive and binding on the parties hereto in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging This covenant shall survive the termination of this Credit Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, (a) If any Bank shall determine that by reason of (i) the introduction after the date hereof, the adoption hereof of any applicable law, rule, regulation or regulation, guideline or any change after the date hereof in any applicable law, regulation or guideline (including the phasing-in of a provision of any applicable law, regulation or guideline) or in the interpretation thereof by any governmental or other regulatory authority charged with the administration thereof or any court of competent jurisdiction and/or (ii) compliance by such Bank with any requirement adopted after the date hereof or directive adopted after the date hereof from any central bank or other fiscal, monetary or other regulatory authority (whether or not having the force of law), there shall be any increase in the cost of such Bank of maintaining or giving effect to its obligations with respect to Committed Rate Loans under this Agreement or maintaining its Commitment with respect to Committed Rate Loans or making or maintaining any Eurodollar Loans or any reduction in any amount receivable by such Bank in respect of Eurodollar Loans under this Agreement, notwithstanding the reasonable efforts (such reasonable efforts not to result in the incurrence of additional costs or expenses) of such Bank to mitigate such increase or reduction, then the relevant Borrower shall from time to time on receipt (whenever occurring) of a certificate from such Bank (which shall be executed by an officer thereof and a copy of which shall be delivered to the Administrative Agent) pay to such Bank such amounts as are stated therein to be required to indemnify such Bank against such increased costs or reduction; provided, however, that if such Borrower becomes obligated to pay any Bank any additional amount pursuant to this subsection 2.13(a), such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or other amount payable to such Bank hereunder and/or, upon giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank; provided, further, that such Borrower shall not be obligated to pay any Bank any additional amount pursuant to this subsection 2.13(a) (A) which constitutes a present or future income, stamp or other tax, levy, impost, duty, charge, fee, deduction or withholding referred to in subsection 2.17(a) or (B) as a result of any law, rule, guideline, regulation, request or regulationdirective regarding capital adequacy referred to in subsection 2.13(b). A certificate of such Bank as to the amount of such increased costs or reduction shall set forth in reasonable detail the computation of such increased costs or reduction, and shall be binding and conclusive in the absence of manifest error. A Bank which demands indemnification hereunder as a result of an increased cost or reduction referred to herein shall deliver the certificate referred to above to the relevant Borrower demanding indemnification no later than the later of (y) the thirtieth day immediately following each payment or realization by such Bank of such increased cost or reduction (and such certificate shall certify that the amounts set forth therein were paid or realized within such thirty-day period) and (z) the thirtieth day immediately following such Bank’s knowledge of the incurrence or realization by such Bank of such increased cost or reduction (and such certificate shall so certify). (b) In the event that any Bank shall have determined that the adoption after the date hereof of any law, rule, guideline or regulation regarding capital adequacy, or any change after the date hereof in any existing or future law, rule, guideline or regulation regarding capital adequacy (excluding, however, the phasing-in of any existing law, rule, regulation or guideline regarding capital adequacy) or in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank or any Lender (or its Applicable Lending Office) corporation controlling such Bank with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority, does or shall have the effect of reducing the rate of return on such Bank’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 30 days after receipt (whenever occurring) of a certificate from such Bank (which shall be executed by an officer thereof and a copy of which shall be delivered to the Administrative Agent), the Borrowers jointly and severally agree to pay to such Bank such additional amounts as are stated therein to be required to compensate it for such reduction; provided, however, that if such Borrower becomes obligated to pay any Bank any additional amount pursuant to this subsection 2.13(b), such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or other amounts payable to it hereunder and/or, upon giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income Bank. A certificate of such Lender by Bank as to the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment amount of such Lender hereunder; or (iii) reduction shall impose on such Lender (or its Applicable Lending Office) or set forth in reasonable detail the London interbank market any other condition affecting this Credit Agreement or its Notes or any computation of such extensions of credit or liabilities or commitments; reduction, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower binding and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining A Bank which demands indemnification hereunder as a result of a reduction referred to herein shall deliver the certificate referred to above to the relevant Borrower demanding indemnification no later than the later of (i) the thirtieth day immediately following each realization by such amountBank of such reduction (and such certificate shall certify that the amounts set forth therein were realized within such thirty-day period) and (ii) the thirtieth day immediately following such Bank’s knowledge of the realization by such Bank of such reduction (and such certificate shall so certify). (c) Each Borrower shall pay to each Bank that delivers a certificate to such Borrower in accordance with the second and third following sentences such amounts as shall be necessary to reimburse such Bank for the costs (determined in accordance with the immediately following sentence), if any, incurred by such Bank, as a result of the application to such Bank during any period on which there are outstanding Eurodollar Loans advanced by such Bank to such Borrower of basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of such Board) maintained by a member bank of such System (any such reserves dealing with reserve requirements prescribed for eurocurrency funding being referred to as “Reserves”), such Lender may use amount to be set forth in a certificate of such Bank delivered to the relevant Borrower; provided, however, that if a Bank gives to a Borrower the written notice contemplated by the proviso set forth in the second following sentence, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or other amounts payable to it hereunder and/or upon giving not less than three Working Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank. Amounts certified by a Bank hereunder for any period shall represent such Bank’s calculation or, if an accurate calculation is impracticable, reasonable averaging estimate (using such reasonable means of allocation as such Bank shall determine) of the actual costs, if any, theretofore incurred by such Bank as a result of the application of Reserves to Eurocurrency liabilities (as referred to in Regulation D referred to above) of such Bank in an amount equal to such Bank’s Eurodollar Loans during such period and attribution methodsin any event shall not exceed the amount obtainable utilizing the maximum Reserves prescribed by the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto for such period. Such payment shall be made within fifteen days after receipt by the relevant Borrower of a certificate, signed by an officer of the Bank delivering such certificate, which certificate shall be binding and conclusive in the absence of demonstrable error, specifying the period (prior to the date of such certificate) during which the cost set forth therein was incurred by such Bank and stating (i) that such amount represents the actual cost, or, if an accurate calculation of such cost is impracticable stating that such amount represents such Bank’s reasonable estimate of the actual cost, incurred by such Bank during such period as a result of the application of Reserves to Eurocurrency liabilities of such Bank in an amount equal to such Bank’s Eurodollar Loans during such period and specified in such certificate and (ii) that the amount set forth therein does not in any event exceed the amount obtainable utilizing the maximum Reserves prescribed for such period by the Board of Governors of the Federal Reserve System or such other Governmental Authority having jurisdiction with respect thereto; provided that the obligation of the Borrowers to pay any amounts pursuant to this subsection 2.13(c) shall apply only in the case of those Banks that give to the relevant Borrower and the Administrative Agent, no later than 3:00 P.M. (New York City time) on the day that is two Working Days prior to the applicable Borrowing Date therefor, a written notice stating that such Bank intends to demand reimbursement pursuant hereto. A Bank which demands reimbursement of Reserve costs hereunder on account of a Eurodollar Loan made by such Bank shall deliver the certificate referred to in the preceding sentence to the relevant Borrower setting forth the items specified in clauses (i) and (ii) of the preceding sentence no later than the thirtieth day immediately following the last day of the Interest Period applicable to such Eurodollar Loan. (d) The obligations of the parties under this subsection 2.13 shall survive termination of this Agreement and payment of the Loans.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) any Issuing Bank with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject any Lender or any Issuing Bank or any corporation controlling such Lender (or its Applicable Lending Office) such Issuing Bank or from which such Lender or such Issuing Bank obtains funding or credit to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, Loan or its obligation to make Eurodollar LoansDomestic Sterling Loan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement such Issuing Bank or its Notes such corporation in respect thereof (except for Non-Excluded Taxes covered by subsection 10.12 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeIssuing Bank or such corporation); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender or such Issuing Bank or any corporation controlling such Lender or such Issuing Bank or from which such Lender or such Issuing Bank obtains funding or credit which in the case of Eurodollar Reserve Requirement utilized Loans or Domestic Sterling Loans, as the case may be, is not otherwise included in the determination of the Adjusted Eurodollar LIBO Rate or Domestic Sterling Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments ofas the case may be, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; hereunder or (iii) shall impose on such Lender (or its Applicable Lending Office) such Issuing Bank or the London interbank market any corporation controlling such Lender or such Issuing Bank or from which such Lender or such Issuing Bank obtains funding or credit any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) such Issuing Bank or such corporation, by an amount which such Lender or such Issuing Bank or such corporation deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or Domestic Sterling Loans or issuing or participating in Letters of Credit or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Company shall pay such Lender or receivable such Issuing Bank any additional amounts necessary to compensate such Lender or such Issuing Bank for such increased cost or reduced amount receivable. (b) If any Lender or any Issuing Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or such Issuing Bank or any corporation controlling such Lender or such Issuing Bank or from which such Lender or such Issuing Bank obtains funding or credit with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such Issuing Bank's or such corporation's capital as a consequence of its Applicable Lending Office) obligations hereunder or under this any Letter of Credit Agreement to a level below that which such Lender or its Notes such Issuing Bank or such corporation could have achieved but for such change or compliance (taking into consideration such Lender's or such Issuing Bank's or such corporation's policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender or such Issuing Bank to be material, then then, from time to time, the Borrower Company shall pay to such Lender on demand or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank for such increased cost or reduction. If any . (c) In addition to, and without duplication of, amounts which may become payable from time to time pursuant to paragraphs (a) and (b) of this subsection 10.11, the Company agrees to pay to each Lender which requests compensation by the Borrower under this Section 3.9, the Borrower may, paragraph (c) by notice to the Company, on the last day of each Interest Period with respect to any Eurodollar Loan or Domestic Sterling Loan made by such Lender (with a copy to the Agent)Company, suspend at any time when such Lender shall be required to maintain reserves against "Eurocurrency Liabilities" under Regulation D of the obligation Board (or, at any time when such Lender may be required by the Board or by any other Governmental Authority, whether within the United States, the United Kingdom or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which the Adjusted LIBO Rate or the Domestic Sterling Rate is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any such Eurodollar Loans or Domestic Sterling Loans), an additional amount (determined by such Lender's calculation or, if an accurate calculation is impracticable, estimate using such means of allocation as such Lender shall determine) equal to make the actual costs, if any, incurred by such Lender during such Interest Period as a result of the applicability of the foregoing reserves to such Eurodollar Loans or Continue Eurodollar Domestic Sterling Loans, as the case may be. (d) A certificate of each Lender or to Convert Base Rate Loans into Eurodollar Loans, until the event any Issuing Bank setting forth (x) such amount or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 amounts as shall be applicable); provided that such suspension shall not affect the right of necessary to compensate such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which or such Issuing Bank for amounts claimed by it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation in good faith pursuant to this Section 3.9 paragraph (a), (b) or (c) above, as the case may be, and will designate a different Applicable Lending Office if such designation will avoid (y) setting forth in reasonable detail an explanation of the need for, or reduce the amount of, basis for requesting such compensation and will notthe calculation thereof, in the judgment of such Lender, shall be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish delivered to the Borrower Company and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of absent manifest error. In determining The Company shall pay each Lender or such amount, Issuing Bank the amount shown as due on any such Lender may use any reasonable averaging certificate delivered to it within 20 days after its receipt of the same. (e) The agreements in this subsection shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.20 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If ; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender's intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by applicable to any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereofLender, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin each case made subsequent to the Eighth Amendment Closing Date (or, or comparable agency:if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to Term SOFR hereunder (excluding any extensions Tax of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Officekind whatsoever), including the Commitment of such Lender hereunder; or (iiiii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or (excluding any Tax of such extensions of credit or liabilities or commitmentsany kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar SOFR Loans or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect case, upon notice to any Eurodollar Loansthe Borrower from such Lender, then through the Administrative Agent in accordance herewith, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reductionreduced amount receivable with respect to such SOFR Loans; provided that, in any such case, the Borrower may elect to convert the SOFR Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 4.10(a). If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice becomes entitled to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of claim any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts pursuant to this Section 3.9 4.10(a), it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Xxxxxx and a reasonably detailed explanation of the calculation thereof (provided, that such request will designate not in any way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law). Such a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of certificate as to any additional amounts payable pursuant to this Section 4.10(a) submitted by such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish through the Administrative Agent, to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section 4.10(a), the Borrower shall not be required to compensate a Lender pursuant to this Section 4.10(a) (i) for any amounts incurred more than six months prior to the date that such Lender may use notifies the Borrower of such Xxxxxx’s intention to claim compensation therefor except that, if the adoption of or change in any Requirement of Law or in the interpretation or application thereof giving rise to such increased costs or reductions is retroactive, then provided such Lender shall, within six months of such adoption, change, interpretation or application, have notified the Borrower of such Xxxxxx’s intention to claim compensation therefor, the six-month period first referred to in this sentence shall be extended to include the period of retroactive effect therefor or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority, in each case, made subsequent to the Eighth Amendment Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of such Xxxxxx’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within ten Business Days after submission by such Lender to the Borrower (through the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable averaging detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and attribution methods(z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction (provided, that such request will not in any way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law). Such a certificate as to any additional amounts payable pursuant to this Section 4.10(b) submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 4.10(b), the Borrower shall not be required to compensate a Lender pursuant to this Section 4.10(b) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Xxxxxx’s intention to claim compensation therefor except that, if the adoption of or change in any Requirement of Law or in the interpretation or application thereof giving rise to such increased costs or reductions is retroactive, then provided such Lender shall, within six months of such adoption, change, interpretation or application, have notified the Borrower of such Xxxxxx’s intention to claim compensation therefor, the six-month period first referred to in this sentence shall be extended to include the period of retroactive effect therefor or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and (ii) 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 or foreign regulatory authorities, in each case pursuant to Basel III, in each case, shall be deemed to have been enacted, adopted, promulgated or issued, as applicable, subsequent to the Closing Date for all purposes herein.

Requirements of Law. If, after the date hereof, the adoption of If any applicable law, rule, or regulation, or any change Change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agencyLaw shall: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar RateTaxes) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition (other than Taxes) affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitments; or (iii) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; or (iv) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and any Lender reasonably determines that the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting converting into, Continuingcontinuing, or maintaining any Eurodollar Eurocurrency Rate Loans or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Eurocurrency Rate Loans, then the Borrower shall pay to such Lender on within thirty (30) days of written demand therefor setting forth in reasonable detail such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar continue Eurocurrency Rate Loans, or to Convert convert Base Rate Loans into Eurodollar Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder (including a reasonably detailed summary of the basis for such amounts with reasonably detailed calculations) which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.15 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date on which such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date on which such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender requests compensation by becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation ) of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle such Lender become so entitled. (c) A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any submitted by any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and (with a copy to the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Administrative Agent) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Revolving Credit Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with applicable to the interpretation or administration thereofLender, or compliance by any the Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender) (it being understood and agreed that matters set forth in the Consultation Paper issued by the Basle Committee on Banking Supervision of June 1999, including any subsequent revisions or comparable agency:updates thereto, shall not be treated as having been adopted or applied prior to the Closing Date): (i) shall subject such the Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, the Loan made by it or change the basis of taxation of any amounts payable payments to such the Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.7 (including Non-Excluded Taxes imposed solely by reason of any Eurodollar Loans (other than failure of the Lender to comply with its obligations under Section 2.7(b)) and changes in taxes measured by or imposed on upon the overall net income income, or franchise tax (imposed in lieu of such net income tax), of the Lender by the jurisdiction in which such Lender has or its principal office applicable lending office, branch, or such Applicable Lending Officeany affiliate thereof); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any account of, advances, loans or other extensions of credit or other assets ofby, or any deposits with or other liabilities or commitments ofacquisition of funds by, such Lender (or its Applicable Lending Office), including any office of the Commitment of such Lender hereunderLender; or (iii) shall impose on such the Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or (excluding any tax of such extensions of credit or liabilities or commitmentsany kind whatsoever); and the result of any of the foregoing is to increase the cost to the Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting into, Continuing, continuing or maintaining any Eurodollar Loans the Loan or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect case, upon notice to any Eurodollar Loansthe Borrower from the Lender, then in accordance herewith, the Borrower shall promptly pay the Lender, upon its demand, any additional amounts necessary to such Lender on demand such amount or amounts as will compensate such the Lender for such increased cost or reduction. If any Lender requests compensation by reduced amount receivable; provided that the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 3.92.6 if the Lender shall not have delivered such written notice to the Borrower, within ninety (90) days following the later of (A) the date of occurrence of the event which forms the basis for such notice and request for compensation and (B) the date the Lender becomes aware of such event. If the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall provide prompt notice thereof to the Borrower maycertifying (x) that one of the events described in this Section has occurred and describing in reasonable detail the nature of such event, by notice to such Lender (with a copy y) as to the Agent), suspend increased cost or reduced amount resulting from such event and (z) as to the obligation additional amount demanded by the Lender and a reasonably detailed explanation of such Lender the calculation thereof. Such a certificate as to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts payable pursuant to this Section 3.9 submitted by the Lender to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Loan and all other amounts payable hereunder. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment of additional amounts under this Section 2.6, the Lender will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office office, branch or Affiliate as the office, branch or Affiliate of the Lender making, continuing or maintaining the Loan hereunder or having the commitments and obligations hereunder resulting in such increased cost to the Lender or reduction in the amount receivable by the Lender hereunder if making such designation will would avoid the need for, or reduce the amount of, such compensation increased cost or would avoid or decrease the reduction in the amount receivable hereunder and will would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methodsLender.

Requirements of Law. If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by applicable to any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereofLender, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin each case made subsequent to the Effective Date (or, or comparable agency:if later, the date on which such Lender becomes a Lender): (ia) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to any Eurodollar Loans, its Notes, LIBOR Loans made by it or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for (i) Non-Excluded Taxes covered by Section 3.13 (including Non-Excluded Taxes imposed solely by reason of any Eurodollar Loans failure of such Lender to comply with its obligations under Section 3.13(b)) and (other than ii) changes in taxes measured by or imposed on upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender by the jurisdiction in which such Lender has or its principal office applicable lending office, branch, or such Applicable Lending Officeany affiliate thereof)); (iib) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender LIBOR Rate hereunder; or (iiic) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or (excluding any tax of such extensions of credit or liabilities or commitmentsany kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar LIBOR Loans or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect case, upon notice to any Eurodollar Loansthe Borrower from such Lender, then through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reductionreduced amount receivable, provided that, in any such case, the Borrower may elect to convert the LIBOR Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.13. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice becomes entitled to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of claim any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts pursuant to this Section 3.9 subsection, it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and will designate describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a different Applicable Lending Office if such designation will avoid reasonably detailed explanation of the need for, or reduce the amount of, such compensation and will not, in the judgment of calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish through the Administrative Agent, to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive and binding on the parties hereto in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging This covenant shall survive the termination of this Credit Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.18 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.17, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall promptly pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If . (c) A certificate (providing reasonable support as to the amounts requested) as to any additional amounts payable pursuant to this Section 2.17 submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section 2.17 shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (does or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (other than the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit against assets held by, or deposits or other assets liabilities in or for the account of, advances or loans by, or other credit extended by, or any deposits with or other liabilities or commitments ofacquisition of funds by, such Lender (or its Applicable Lending Office), including the Commitment any office of such Lender hereunderwhich are not otherwise covered by subsection 2.15(b); or (iiiii) does or shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, making or maintaining any Eurodollar Loans or to reduce any sum received or amount receivable by hereunder, then, in any such Lender (or case, the Company shall promptly pay such Lender, upon its Applicable Lending Office) under this Credit Agreement or its Notes with respect demand, any additional amounts necessary to any Eurodollar Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased additional cost or reduction. If any reduced amount receivable which such Lender requests compensation reasonably deems to be material as determined by such Lender with respect to its Eurodollar Loans; provided however, that the Borrower Company shall have no obligation under this Section 3.9, the Borrower may, by notice subsection 2.15 to pay such Lender (any additional amounts with a copy respect to the Agent), suspend the obligation of any such Lender additional cost or reduced amount receivable resulting from taxes addressed in subsection 2.17. A certificate as to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of subsection submitted by such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish through the Administrative Agent, to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Company shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this subsection; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender to be material. (b) In determining addition to amounts which may become payable from time to time pursuant to paragraph (a) of this subsection, the Company agrees to pay to each Lender which requests compensation under this paragraph (b) (by notice to the Company), on the last day of each Interest Period with respect to any Eurodollar Loan made by such amountLender, so long as such Lender shall be required to maintain reserves against "Eurocurrency liabilities" under Regulation D of the Board of Governors of the Federal Reserve System (or, so long as such Lender may use be required by such Board of Governors or by any other Governmental Authority to maintain reserves against any other category of liabilities which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any Eurodollar Loans), an additional amount (determined by such Lender and notified to the Company) representing such Lender's calculation or, if an accurate calculation is impracticable, reasonable averaging estimate (using such reasonable means of allocation as such Lender shall determine) of the actual costs, if any, incurred by such Lender during such Interest Period as a result of the applicability of the foregoing reserves to such Eurodollar Loans, which amount in any event shall not exceed the product of the following for each day of such Interest Period: (i) the principal amount of the Eurodollar Loans made by such Lender to which such Interest Period relates outstanding on such day; and (ii) the difference between (x) a fraction (expressed as a decimal) the numerator of which is the Eurodollar Rate (expressed as a decimal) applicable to such Eurodollar Loan and attribution methodsthe denominator of which is one minus the maximum rate (expressed as a decimal) at which such reserve requirements are imposed by such Board of Governors or other Governmental Authority on such date minus (y) such numerator; and (iii) a fraction the numerator of which is one and the denominator of which is 360. (c) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender, the Company shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction. (d) Notwithstanding anything to the contrary contained herein, the Company shall not have any obligation to pay to any Lender amounts owing under this subsection 2.15 for any period which is more than 60 days prior to the date upon which the request for payment therefor is delivered to the Company; provided that in no event shall the Company have any obligation to pay to any Lender amounts owing under subsection 2.15(b) for any period which is prior to the commencement of the Interest Period in effect at the time a demand for payment is made by such Lender. (e) The agreements in this subsection shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except, in each case, for Excluded Taxes, Non-Excluded Taxes covered by Section 2.13 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans hereunder or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall pay such Lender, reasonably promptly after its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled, setting forth in reasonable detail the calculations upon which such Lender determined such amounts. For purposes of this clause (a) and clause (b) below, (A) the Xxxx- Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and been adopted on the later of the actual effective date thereof and one (1) Business Day after the effectiveness of this Agreement and (B) 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 in any “Requirement of Law”, regardless of the date enacted, adopted or issued; provided that, as to any Lender seeking reimbursement or compensation hereunder with respect to either of clause (A) or (B) immediately above, such Lender shall only be so reimbursed or compensated to the extent that such Lender is then generally seeking similar reimbursement or compensation in respect of credit transactions entered into on or after the date hereof similar to the transactions contemplated hereby from borrowers similarly situated to the Borrower to the extent such Act, requests, rules, guidelines or directives are applicable thereto. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) under this Credit Agreement obligations hereunder to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy and liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor setting forth in reasonable detail the calculations upon which such Lender determined such amounts, the Borrower shall pay to such Lender on demand reasonably promptly after such submission such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender may use any reasonable averaging notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if within such six-month period circumstances occur that give rise to such claim having a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.20 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase increase, relative to the date hereof, the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce reduce, relative to the date hereof, any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.19, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If ; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender's intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section 2.19 submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section 2.19 shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.21 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reductionreduced amount receivable. If any Lender requests compensation by becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower under this Section 3.9, the Borrower may, by notice to such Lender in writing (with a copy to the Administrative Agent)) of the event by reason of which it has become so entitled, suspend and setting forth in such notice, in reasonable detail, the obligation basis and calculation of such amounts. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to make be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which request shall set forth, in reasonable detail, the basis and calculation of the additional amount sought), the Borrower shall pay to such Lender such additional amount or Continue Eurodollar Loansamounts as set forth in the aforesaid notice; provided, or that the Borrower shall not be required to Convert Base Rate Loans into Eurodollar Loanscompensate a Lender pursuant to this clause (b) for any amounts incurred more than six months prior to the date on which such Lender notified the Borrower of such Lender’s intention to claim compensation therefor; provided, until further, that, if the event or condition circumstances giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 claim have a retroactive effect, then such six month period shall be applicable); provided that such suspension shall not affect extended to include the right period of such Lender retroactive effect. (c) A certificate as to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any submitted by any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower (with a copy to the Administrative Agent) and setting forth, in reasonable detail, the Agent a statement setting forth the additional amount or basis and calculation of such amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, Requirement of Law or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Eurodollar LoansNote, its Notesany Letter of Credit, any Application, any LIBOR Loan, or its obligation to make Eurodollar Loansany Multicurrency Loan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income or franchise taxes (in lieu of net income taxes) of such Lender imposed by the jurisdiction in which where such Lender has its Lender’s principal or lending office or such Applicable Lending Officeis located); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar LIBO Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuingcontinuing or maintaining LIBOR Loans or Multicurrency Loans, or maintaining any Eurodollar Loans issuing or participating in Letters of Credit or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall promptly pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. reduced amount receivable. (b) If any Lender requests compensation shall have determined that after the date hereof the adoption of or any change in any Requirement of Law regarding capital adequacy or any change in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the Borrower force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under this Section 3.9any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower may, by notice shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall notify the Borrower (with a copy to the Administrative Agent), suspend the obligation ) of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event by reason of which it has knowledgebecome so entitled; provided that if such Lender fails to notify the Borrower that such Lender intends to claim any such reimbursement or compensation within 120 days after such Lender has knowledge of its claim therefor, occurring after the Borrower shall not be obligated to compensate such Lender for the amount of such Lender’s claim accruing prior to the date hereof, which will entitle is 120 days before the date on which such Lender first notifies the Borrower that it intends to make such claim; it being understood that the calculation of the actual amounts may not be practicable within such period and such Lender may provide such calculation as soon as reasonably practicable thereafter without affecting or limiting the Borrower’s payment obligations hereunder. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender to compensation pursuant to this Section 3.9 and will designate the Borrower (with a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish copy to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Administrative Agent) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The agreements in this subsection shall survive the termination of this Agreement and attribution methodseach other Loan Document and the payment of the Loans and all other amounts payable hereunder and thereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Issuing Bank or any Lender (or its Applicable Lending Officethe term "Lender" as used below in this Section to include the Issuing Bank) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application for Issuance or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 3.14 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans Loans, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 4.10 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate setting forth in reasonable detail any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender may use any reasonable averaging notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If, after the date hereofClosing Date, (i) the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank, or comparable agency charged with (ii) the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agency: (iA) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Eurocurrency Loan or any Swing Loan accruing interest at the Daily Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansRate made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans thereof (other than taxes imposed on the overall net income of such Lender except for Taxes and Excluded Taxes which are governed by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeSection 3.2 hereof); (iiB) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessmentinsurance charge, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurocurrency Rate or the Daily Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiC) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting converting into, Continuing, continuing or maintaining any Eurocurrency Loans or Swing Loans accruing interest at the Daily Eurodollar Loans Rate or issuing or participating in Letters of Credit, or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall pay to such Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify the Borrower in reasonable detail (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law or Risk-Based Capital Guidelines regarding capital adequacy or liquidity, or liquidity requirements, or in the interpretation or application thereof by a Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on demand such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such corporation with respect to capital adequacy and liquidity), then from time to time, upon submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which shall include the method for calculating such amount and reasonable detail with respect to such calculation), the Borrower shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such increased cost reduction. (c) For purposes of this Section 3.1 and Section 3.5(a) hereof, the Xxxx‑Xxxxx Act, any requests, rules, guidelines or reduction. If any Lender requests compensation directives concerning capital adequacy promulgated by the Borrower under this Section 3.9Bank for International Settlements, or the Borrower may, by notice to such Lender Basel Committee on Banking Regulations and Supervisory Practices (with a copy to the Agentor any successor or similar authority), suspend and any rules, regulations, orders, requests, guidelines and directives adopted, issued, promulgated or implemented in connection with any of the obligation foregoing, regardless of such Lender the date adopted, issued, promulgated or implemented, are deemed to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower have been introduced and the Agent of any event of which it has knowledge, occurring adopted after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methodsClosing Date.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by applicable to any Governmental Authority, central bank, Lender or comparable agency charged with the interpretation or administration thereofIssuing Lender, or compliance by any Lender (or its Applicable Lending Office) Issuing Lender with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender or comparable agency:such Issuing Lender becomes an Issuing Lender): (i) shall subject such Lender (or its Applicable Lending Office) Issuing Lender to any tax, duty, or other charge tax of any kind whatsoever with respect to any Eurodollar LoansLetter of Credit Request, its Notes, any Eurocurrency Loans or any BA Equivalent Loans made or maintained by it or its obligation to make Eurodollar or maintain Eurocurrency Loans or BA Equivalent Loans, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes Issuing Lender in respect of any Eurodollar Loans (other than thereof, in each case except for Non-Excluded Taxes, Taxes imposed under FATCA and taxes measured by or imposed on upon the overall net income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the case of such capital, net worth or branch taxes, imposed in lieu of such net income tax), of such Lender by the jurisdiction in which such or Issuing Lender has or its principal office applicable lending office, branch, or such Applicable Lending Office)any affiliate thereof; (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender which is not otherwise included in the determination of the Adjusted Eurodollar Eurocurrency Rate or BA Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments ofas the case may be, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market Issuing Lender any other condition affecting this Credit Agreement or its Notes or (excluding any tax of such extensions of credit or liabilities or commitmentsany kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) Issuing Lender deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Eurocurrency Loans or BA Equivalent Loans or issuing or participating in Letters of Credit or the cost to an Issuing Lender of issuing or maintaining Letters of Credit or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such case, upon notice to the Borrower Representative from such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar LoansIssuing Lender through the Administrative Agent in accordance herewith, then the applicable Borrower shall promptly pay to such Lender on demand such amount or Issuing Lender upon its demand, any additional amounts as will necessary to compensate such Lender or Issuing Lender for such increased cost or reductionreduced amount receivable with respect to such Eurocurrency Loans, BA Equivalent Loans or Letters of Credit, provided that, in any such case, such Borrower may elect to convert the Eurocurrency Loans and/or BA Equivalent Loans made by such Lender hereunder to ABR Loans in the applicable currency by giving the Administrative Agent at least one Business Day’s (or such shorter period as may be agreed to by the Administrative Agent) notice of such election, in which case the applicable Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this subsection 4.10(a) and such amounts, if any, as may be required pursuant to subsection 4.12. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice or Issuing Lender becomes entitled to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of claim any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need forsubsection, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 it shall furnish provide prompt notice thereof to the Borrower Representative, through the Administrative Agent certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the Agent a statement setting forth nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender or Issuing Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to be paid this subsection submitted by such Lender or Issuing Lender through the Administrative Agent to it hereunder which the Borrower Representative shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this subsection 4.10(a), the Borrowers shall not be required to compensate a Lender (i) pursuant to this subsection 4.10(a) for any amounts incurred more than six months prior to the date that such Lender may use notifies the Borrower Representative of such Lender’s intention to claim compensation therefor (except that, if the adoption of or change in any Requirement of Law or in the interpretation or application thereof giving rise to such increased costs or reductions is retroactive, then provided such Lender shall, within six months of such adoption, change, interpretation or application, have notified the Borrower Representative of such Lender’s intention to claim compensation therefor, the six-month period first referred to in this sentence shall be extended to include the period of retroactive effect thereof) and (ii) for any increased costs, if such Lender is applying this provision to the Borrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other credit agreements to similarly situated borrowers. This subsection 4.10(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If any Lender or Issuing Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority, in each case, made subsequent to the Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s, Issuing Lender’s or corporation’s capital as a consequence of such Lender’s or Issuing Lender’s obligations hereunder or in respect of any Letter of Credit to a level below that which such Lender, Issuing Lender, or corporation could have achieved but for such change or compliance (taking into consideration such Lender’s, Issuing Lender’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or Issuing Lender to be material, then from time to time, within 10 Business Days after submission by such Lender or Issuing Lender to the Borrower Representative (with a copy to the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this paragraph (b) has occurred and describing in reasonable averaging detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and attribution methods(z) as to the additional amount or amounts demanded by such Lender, Issuing Lender or corporation and a reasonably detailed explanation of the calculation thereof, the applicable Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender, Issuing Lender or corporation for such reduction. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender or Issuing Lender through the Administrative Agent to the Borrower Representative shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this subsection 4.10(b), the Borrowers shall not be required to compensate a Lender (i) pursuant to this subsection 4.10(b) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower Representative of such Lender’s intention to claim compensation therefor (except that, if the adoption of or change in any Requirement of Law or in the interpretation or application thereof giving rise to such increased costs or reductions is retroactive, then provided such Lender shall, within six months of such adoption, change, interpretation or application, have notified the Borrower Representative of such Lender’s intention to claim compensation therefor, the six-month period first referred to in this sentence shall be extended to include the period of retroactive effect thereof) and (ii) for any increased costs, if such Lender is applying this provision to the Borrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other credit agreements to similarly situated borrowers. This subsection 4.10(b) shall survive the termination of this Agreement and the payment of the Revolving Credit Loans and all other amounts payable hereunder. (c) Notwithstanding anything to the contrary in this subsection 4.10, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and 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 authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Closing Date for all purposes herein. This subsection 4.10(c) shall survive the termination of this Agreement and the payment of the Revolving Credit Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the Original Closing Date: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.19, the excluded taxes described in the first sentence of any Eurodollar Loans (other than Section 2.19, taxes imposed pursuant to FATCA and changes in the rate of tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessmentcompulsory loan, insurance charge or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition condition, cost or expense affecting this Credit Agreement or its Notes or any of Eurodollar Loans made by such extensions of credit or liabilities or commitmentsLender; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) reasonably deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans Loans, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower or receivable relevant Subsidiary Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower or relevant Subsidiary Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled, which notice shall include, if available, details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to the Borrower or relevant Subsidiary Borrower within 120 days after such Lender becomes aware of such fact; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 120-day period shall be extended to include the period of such retroactive effect. (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the Original Closing Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) under this Credit Agreement obligations hereunder to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (such request shall include, if available, details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to the Borrower within 120 days after it becomes aware of such fact), the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. . (c) If any Governmental Authority of the jurisdiction of any Foreign Currency (or any other jurisdiction in which the funding operations of any Lender requests compensation shall be conducted with respect to such Foreign Currency) shall have in effect any reserve, liquid asset or similar requirement with respect to any category of deposits or liabilities customarily used to fund loans in such Foreign Currency, or by reference to which interest rates applicable to loans in such Foreign Currency are determined, and the Borrower under this Section 3.9, result of such requirement shall be to increase the Borrower may, by notice cost to such Lender of making or maintaining any Multicurrency Loan in such Foreign Currency, and such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written notice requesting compensation under this paragraph (such notice shall include, if available, details reasonably sufficient to establish the basis for such compensation payable and shall be submitted to the Borrower within 120 days after it becomes aware of such fact), suspend the obligation of Borrower will pay (or cause any Subsidiary Borrower to pay) to such Lender on each Interest Payment Date with respect to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided each affected Multicurrency Loan an amount that such suspension shall not affect the right of will compensate such Lender for such additional cost. (d) A certificate as to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any submitted by any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and (with a copy to the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Administrative Agent) shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (e) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented. (f) Notwithstanding any other provision of this Agreement, if, (i) (A) the adoption of any law, rule or regulation after the Original Closing Date, (B) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Original Closing Date or (C) compliance by any Revolving Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Original Closing Date, shall make it unlawful for any such Revolving Lender to make or maintain any Multicurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Multicurrency Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls, but excluding conditions otherwise covered by this Section 2.18) which would make it impracticable for the Majority Facility Lenders in respect of the Revolving Facility to make or maintain Multicurrency Loans denominated in the relevant currency after the Original Closing Date to, or for the account of, the Borrower, then, by written notice to the Borrower and to the Administrative Agent: (i) such Revolving Lender or Revolving Lenders may use declare that Multicurrency Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Revolving Lender or Revolving Lenders hereunder (or be continued for additional Interest Periods), whereupon any reasonable averaging request for a Multicurrency Loan (in the affected currency or currencies) or to continue a Multicurrency Loan (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Revolving Lender or Revolving Lenders only, be of no force and attribution methodseffect, unless such declaration shall be subsequently withdrawn; and (ii) such Revolving Lender may require that all outstanding Multicurrency Loans (in the affected currency or currencies), made by it be converted to ABR Loans or Loans denominated in Dollars, as the case may be (unless repaid by the Borrower), in which event all such Multicurrency Loans (in the affected currency or currencies) shall be converted to ABR Loans or Revolving Loans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in paragraph (f) below and at the Exchange Rate on the date of such conversion or, at the option of the Borrower, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective. In the event any Revolving Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the converted Multicurrency Loans of such Revolving Lender shall instead be applied to repay the ABR Loans or Revolving Loans denominated in Dollars, as the case may be, made by such Revolving Lender resulting from such conversion. (g) For purposes of Section 2.18(f), a notice to the Borrower by any Revolving Lender shall be effective as to each Multicurrency Loan made by such Revolving Lender, if lawful, on the last day of the Interest Period currently applicable to such Multicurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Borrower. The obligations of the Borrower pursuant to this Section 2.18 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If, after the date hereof, Closing Date (i) the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with (ii) the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agency: (iA) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Eurodollar Loans, its Notes, Letter of Credit or its obligation to make Eurodollar Loansany LIBOR Fixed Rate Loan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans thereof (other than taxes imposed on the overall net income of such Lender except for Taxes and Excluded Taxes which are governed by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeSection 3.2 hereof); (iiB) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate or the Alternate Currency Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiC) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar LIBOR Fixed Rate Loans or issuing or participating in Letters of Credit, or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall pay to such Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify Borrower (with a copy to Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on demand such Lender's or such corporation's capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or corporation with respect to capital adequacy), then from time to time, upon submission by such Lender to Borrower (with a copy to Agent) of a written request therefor (which shall include the method for calculating such amount), Borrower shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender requests compensation by the to Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of absent manifest error. In determining any such amountadditional amounts, such Lender may use any reasonable method of averaging and attribution methodsthat it (in its sole discretion) shall deem applicable. The obligations of Borrower pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after (a) In the date hereof, the adoption of event that any applicable law, rule, or regulation, or any change Change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority occurring after the date that any lender becomes a Lender party to this Agreement: (i) does or shall subject any such Lender (or its Applicable Eurodollar Lending Office) Office to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoans made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Eurodollar Lending OfficeOffice of principal, the commitment fee, interest or any other amount payable hereunder (except for (x) under this Credit Agreement net income and franchise taxes imposed on the net income of such Lender or its Notes Eurodollar Lending Office by the jurisdiction under the laws of which such Lender is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in respect which such Lender’s Eurodollar Lending Office is located or any political subdivision or taxing authority thereof or therein, including changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Eurodollar Lending Office, and (y) taxes resulting from the substitution of any such system by another system of taxation, provided that the taxes payable by Lenders subject to such other system of taxation are not generally charged to borrowers from such Lenders having loans or advances bearing interest at a rate similar to the Eurodollar Rate); (ii) does or shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, or deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized 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 the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) does or shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Eurodollar Lending Office) Office of making, Converting intoconverting, Continuing, renewing or maintaining any Eurodollar Loans advances or extensions of credit or to reduce any sum received or amount receivable by such Lender (or hereunder, in each case, in respect of its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loans, then then, in any such case, the Borrower Company shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Lender on demand such amount or amounts as will compensate such Lender for such increased additional cost or reduction. If any reduced amount receivable which such Lender requests compensation deems to be material as determined by the Borrower under this Section 3.9, the Borrower may, by notice such Lender with respect to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to Convert the Alternate Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methodsplus 1%.

Requirements of Law. If, after (a) In the date hereof, the adoption of event that any applicable law, rule, or regulation, or any change Change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agency: Authority occurring after the date that any lender becomes a Lender party to this Agreement: (i) does or shall subject any such Lender (or its Applicable Eurodollar Lending Office) Office to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoans made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending OfficeEurodollar Lend- ing Office of principal, the commitment fee, interest or any other amount payable hereunder (except for (x) under this Credit Agreement net income and franchise taxes imposed on the net income of such Lender or its Notes Eurodollar Lending Office by the United States or any political subdivision thereof or therein, by the jurisdiction under the laws of which such Lender is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in respect which such Lender's Eurodollar Lending Office is located or any political subdivision or taxing authority thereof or therein, including changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Eurodollar Lend- ing Office, and (y) taxes resulting from the substitution of any such system by another system of taxation; provided that the taxes payable by Lenders subject to such other system of taxation are not generally charged to borrowers from such Lenders having loans or advances bear- ing interest at a rate similar to the Eurodollar Rate); ; (ii) does or shall impose, modify, modify or deem hold applicable any reservere- serve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, or deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized 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 the Adjusted Eurodollar Rate) relating to any extensions of credit ; or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) does or shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentswhich is applicable to lenders generally; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Eurodollar Lending Office) Office of making, Converting intoconverting, Continuing, renewing or maintaining any Eurodollar Loans advances or extensions of credit or to reduce any sum received amount re- ceivable hereunder, in each case, in respect of its Eurodollar Loans, then, in any such case, Borrower shall promptly pay such Lender, within 15 days after its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined by such Lender with respect to such Eurodollar Loans, together with interest on each such amount from the date due until payment in full thereof at a rate per annum equal to the Al- ternate Base Rate plus 1%. (or its Applicable Lending Officeb) under In the event that any Change in Law occurring after the date that any lender becomes a Lender party to this Credit Agreement or its Notes with respect to any Eurodollar Loanssuch Lender shall, in the opinion of such Lender, require that any Commitment of such Lender be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be main- tained by such Lender or any corporation controlling such Lender, and such Change in Law shall have the effect of reducing the rate of return on such Lender's or such corporation's capital, as the case may be, as a conse- quence of such Lender's obligations hereunder to a level below that which such Lender or such corporation, as the case may be, could have achieved but for such Change in Law (taking into account such Lender's or such cor- poration's policies, as the case may be, with respect to capital adequacy) by an amount deemed by such Lender to be material, then the from time to time following notice by such Lender to Borrower of such Change in Law as pro- vided in paragraph (c) of this subsection 4.11, within 15 days after demand by such Lender, Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation on an after-tax basis, as the case may be, for such reduction. (c) Borrower shall not be required to make any payments to any Lender for any additional amounts pursuant to this subsection 4.11 unless such Lender has given written notice to Borrower, through the Administra- tive Agent, of its intent to request such payments prior to or within 60 days after the date on which such Lender became entitled to claim such amounts. If any Lender has notified Borrower through the Administrative Agent of any increased cost costs pursuant to paragraph (a) of this subsection 4.11, Borrower at any time thereafter may, upon at least three Business Days' notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and subject to subsection 4.12, prepay (or reductionconvert into Alternate Base Rate Loans) all (but not a part) of the Eurodollar Loans of the applicable Lender then outstanding. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of paragraph (a) of this subsection 4.11 with respect to such Lender, it will, if requested by Borrower and to the extent permitted by law or by the relevant Governmental Authority, endeavor in good faith to avoid or minimize the increase in costs or reduction in payments resulting from such event (including, with- out limitation, endeavoring to change its Eurodollar Lending Office); pro- vided that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regu- latory disadvantage. If any Lender requests compensation by the from any Borrower under this Section 3.9subsection 4.11, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue Eurodollar Loanscontinue Loans of the Type with respect to which such compensation is requested, or to Convert Base Rate convert Loans of any other Type into Eurodollar LoansLoans of such Type, until the event or condition Requirement of Law giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable)effect; provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify . (i) All payments by Borrower to or for the Borrower and the Agent account of any event Lender or Administrative Agent hereunder or under any Note shall be made without setoff, counterclaim or other defense and free and clear of, and without deduction or withholding for, any and all Taxes. If Borrower shall be required by law to deduct or withhold any Taxes from or in respect of which it has knowledgeany sum payable hereunder to any Lender or Administrative Agent, occurring (a) the sum payable shall be increased as necessary so that after the date hereof, which will entitle making all re- quired deductions or withholdings (including deductions or withholdings ap- plicable to additional sums payable under this subsection 4.11(d)) such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid or Administrative Agent (as the need for, or reduce the case may be) receives an amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish equal to the sum it would have received had no such deductions or withhold- ings been made, (b) Borrower and the Agent a statement setting forth the additional amount shall make such deductions or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.withholdings,

Requirements of Law. If, after the date hereof, the adoption of (a) If any applicable law, rule, or regulation, or any change Change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agencyLaw: (i) shall subject such any Lender (or its Applicable Lending Office) Issuing Lender to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes such Issuing Lender in respect of any Eurodollar Loans thereof (other than (A) Indemnified Taxes and (B) taxes imposed on described in clauses (b) through (d) of the overall net income definition of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeExcluded Taxes and (C) Connection Income Taxes); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessmentcompulsory loan, insurance charge or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of any Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, Rate hereunder or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunderIssuing Lender; or (iii) shall impose on such any Lender, any Issuing Lender (or its Applicable Lending Office) or the London interbank market any other condition condition, cost or expense affecting this Credit Agreement or its Notes Eurodollar Loans made by such Lender or any Letter of such extensions of credit Credit or liabilities or commitmentsparticipation therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) Issuing Lender, by an amount which such Lender or Issuing Lender reasonably deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or of maintaining its obligation to make any such Loan or issuing, maintaining or participating in Letters of Credit (or of maintaining its obligation to participate in or issue Letters of Credit), or to reduce any sum amount received or receivable hereunder in respect thereof (whether principal, interest or any other amount), then, in any such case, the Company shall promptly pay such Lender or Issuing Lender, as the case may be, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender, as the case may be, for such increased cost or reduced amount receivable; provided that the Company shall not be required to compensate a Lender or an Issuing Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Company of such Lender’s or Issuing Lender’s, as the case may be, intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this Section 2.17, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or any Issuing Lender shall have reasonably determined that any Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital adequacy or liquidity requirements has or shall have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by any Issuing Lender to a level below that which such Lender, such Issuing Lender or such holding company reasonably could have expected to achieve but for such Change in Law (taking into consideration such Lender’s, such Issuing Lender’s or such holding company’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect such Issuing Lender to any Eurodollar Loansbe material, then from time to time, after submission by such Lender or such Issuing Lender to the Borrower Company (with a copy to the Administrative Agent) of a written request therefor, the Company shall pay to such Lender on demand or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Lender or holding company, as the case may be, for such increased cost reduction; provided that the Company shall not be required to compensate a Lender or reduction. If an Issuing Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender or such Issuing Lender notifies the Company of such Lender’s or such Issuing Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section 2.17 submitted by any Lender requests compensation by or any Issuing Lender to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender Company (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest demonstrable error. In determining such amountAbsent demonstrable error, the Company shall pay such Lender may use or such Issuing Lender the amount due under this Section 2.17 and shown as due on any reasonable averaging such certificate delivered by it within 15 days after its receipt of the same. The obligations of the Company pursuant to this Section 2.17 shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin any such case, or comparable agencymade subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.17 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting into, Continuing, Continuing or maintaining any Eurodollar Loans or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall promptly pay to such Lender on demand Lender, upon its written demand, such additional amount or amounts as will compensate such Lender for such increased cost or reduction. the amount by which such amount received is reduced. (b) If any Lender requests compensation shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the Borrower under this Section 3.9force of law) from any Governmental Authority, in any such case, made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower mayshall, by notice subject to paragraph (c) below and Section 2.20, promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Agent), suspend the obligation ) of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle such Lender become so entitled. A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if submitted by such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and (with a copy to the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Agent) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) Any amount payable by the Borrower on account of this Section 2.16 shall not be duplicative of any reasonable averaging and attribution methodsamounts payable under Sections 2.17 or 2.18 or included in the calculation of Eurodollar Rate.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Revolving Credit Note, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for taxes covered by subsection 4.10 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in the Letters of Credit or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, 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 this subsection submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Revolving Credit Notes and all other amounts payable hereunder. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its Applicable Lending Office) obligations hereunder or under this any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such change or compliance (taking into consideration such Lender's or such corporation's policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agency:Authority made subsequent to the date hereof (a “Change in Law”): (i) shall subject such any Lender (or its Applicable Lending Office) to any taxTaxes (other than (A) Indemnified Taxes, duty(B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other charge with respect to any Eurodollar Loans, its Notesobligations, or its obligation to make Eurodollar Loansdeposits, reserves, other liabilities or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)capital attributable thereto; (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar LIBO Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) under this Credit Agreement obligations hereunder to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If ; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six Months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-Month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountThe obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) Notwithstanding anything herein to the contrary (i) all requests, such Lender may use rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any reasonable averaging successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and attribution methods(ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in Requirements of Law, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by subsection 2.16 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall promptly pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. reduced amount receivable. (b) If any Lender requests compensation shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the Borrower under this Section 3.9force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower may, by notice shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with a copy to the Agent), suspend the obligation ) of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender to compensation pursuant to this Section 3.9 and will designate the Borrower (with a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish copy to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Agent) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The agreements in this subsection shall survive the termination of this Agreement and attribution methodsthe payment of the Revolving Credit Loans and all other amounts payable hereunder.

Requirements of Law. (a) If, after the date hereofClosing Date, (i) the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank, or comparable agency charged with (ii) the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agency: (iA) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Eurodollar Loans, its Notes, Letter of Credit or its obligation to make Eurodollar Loansany LIBOR Fixed Rate Loan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans thereof (other than taxes imposed on the overall net income of such Lender except for Taxes and Excluded Taxes which are governed by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeSection 3.2 hereof); (iiB) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate or the Alternate Currency Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiC) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar LIBOR Fixed Rate Loans or issuing or participating in Letters of Credit, or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower Borrowers shall pay to such Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify Administrative Borrower (with a copy to Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof by a Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on demand such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such corporation with respect to capital adequacy), then from time to time, upon submission by such Lender to Administrative Borrower (with a copy to Agent) of a written request therefor (which shall include the method for calculating such amount), Borrowers shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender requests compensation by the to Administrative Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of absent manifest error. In determining any such amountadditional amounts, such Lender may use any reasonable method of averaging and attribution methodsthat it (in its sole discretion) shall deem applicable. The obligations of Borrowers pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, the adoption of (a) If any applicable law, rule, or regulation, or any change Change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agencyLaw: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.17 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans Loans, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that any Change in Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender therewith shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or its Applicable Lending Office) under this Credit Agreement or its Notes such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If ; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after (a) In the date hereof, the adoption of event that any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agencyRegulatory Change shall: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such any Lender (or its Applicable Lending Office) under this Credit Agreement or its any Notes in respect of any Eurodollar Loans made by it (other than taxes imposed on the overall net income of such Lender by in its jurisdiction of organization or in the jurisdiction in which such Lender has where its principal lending office or such Applicable Lending Officeis located); (ii) shall impose, modify, impose or deem applicable modify any reserve, special deposit, compulsory loan assessment, special deposit or similar requirement (other than the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, any office of such Lender (or its Applicable Lending Office), including the Commitment any of such Lender hereunderLoans); or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition conditions affecting this Credit Agreement or its Notes in respect of Loans (or any of such extensions of credit credit, assets, deposits or liabilities or commitmentsliabilities); and the result of any of the foregoing is shall be to increase the cost to such Lender (or its Applicable Lending Office) Lender’s costs of making, Converting into, Continuing, making or maintaining any Eurodollar Loans or any Commitment, or to reduce any sum received or amount receivable by such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with hereunder in respect of any Commitment, in each case only to any Eurodollar the extent that such additional amounts are not included in the Prime Rate applicable to such Loans, then the Borrower Borrowers shall pay on demand to such Lender on demand Lender, through Collateral Agent, and from time to time as specified by such amount or Lender, such additional amounts as will such Lender shall reasonably determine are sufficient to compensate such Lender for such increased cost or reduced amount receivable. (b) If at any time after the date of this Agreement any Lender shall have reasonably determined that the adoption or implementation of any Regulatory Change regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (whether or not having the force of law), has or will have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of the existence of its obligations hereunder (whether with respect to the Commitments, the Loans or any other Obligation) to a level below that which such Lender or its holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time following written notice by such Lender to Borrowers as provided in paragraph (c) of this Section, within thirty (30) days after written demand by such Lender, Borrowers shall pay to such Lender, through Collateral Agent, such additional amount or amounts as such Lender shall reasonably determine will compensate such Lender or such corporation, as the case may be, for such reduction, provided that to the extent that any or all of Borrowers’ liability under this Section arises following the date of the adoption of any such Regulatory Change (the “Effective Date”), such compensation shall be payable only with respect to that portion of such liability arising after notice of such Regulatory Change is given by such Lender to Borrower. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers in writing of the event by reason of which it has become so entitled within thirty (30) days after such Lender becomes aware of such claim. A certificate setting forth in reasonable detail the computation of any additional amounts payable pursuant to this Section submitted by such Lender to Borrowers shall be delivered to Borrowers and the other Lenders promptly after the delivery of the initial notice to Borrowers and, if not objected to reasonably and in good faith by Borrowers within fifteen (15) days of their receipt of such certificate, shall be conclusive so long as it reflects a reasonable basis for the calculation of the amounts set forth therein and does not contain any manifest error. The covenants contained in this Section shall survive for six (6) months following the termination of this Agreement and the payment of the outstanding Notes. No failure on the part of any Lender to demand compensation under paragraph (a) or (b) above on any one occasion shall constitute a waiver of its rights to demand compensation on any other occasion. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender for compensation thereunder. If any Lender requests compensation by the Borrower under this Section 3.9claims increased costs, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make loss or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation expenses pursuant to this Section 3.9 and will designate a different Applicable Lending Office Section, then such Lender, if requested by the Borrowers, shall use reasonable efforts to take such designation will avoid the need for, steps that such Borrowers reasonably request as would eliminate or reduce the amount ofof such increased costs, losses or expenses so long as taking such compensation and will steps would not, in the reasonable judgment of such Lender, otherwise be otherwise disadvantageous to itsuch Lender. Any recovery by any Lender claiming compensation under of amounts previously borne by a Borrower pursuant to this Section 3.9 shall furnish be promptly remitted, without interest (unless such Lender received interest on such recovered amounts), to such Borrower by such Lender. (d) Notwithstanding any other provision of this Agreement, if, after the date of this Agreement, any Regulatory Change shall make it unlawful for any Lender to make or maintain any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan, then, by written notice to the Borrower Borrowers and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Collateral Agent: (i) such Lender may use declare that LIBOR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and Base Rate Loans will not thereafter (for such duration) be Converted into LIBOR Loans), whereupon any reasonable averaging request for a LIBOR Loan or to Convert a Base Rate Loan to a LIBOR Loan or to Continue a LIBOR Loan, as applicable, for an additional Interest Period shall, as to such Lender only, be deemed a request for a Base Rate Loan (or a request to Continue a Base Rate Loan as such for an additional Interest Period or to Convert a LIBOR Loan into a Base Rate Loan, as applicable), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Loans made by it be Converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically Converted to Base Rate Loans, as of the effective date of such notice as provided in the last sentence of this Section 2.07(d). In the event any Lender shall exercise its rights under clauses (i) or (ii) of this Section 2.07(d), all payments and attribution methodsprepayments of principal that would otherwise have been applied to repay the LIBOR Loans that would have been made by such Lender or the Converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the Conversion of, such LIBOR Loans, as applicable. For purposes of this Section 2.07(d), a notice to the Borrowers by any Lender shall be effective as to each LIBOR Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 2.20 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost actually incurred or receivable reduced amount actually received; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such 90-day period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly (and, in any event, within three months) notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If ; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such 90-day period shall be extended to include the period of such retroactive effect. (c) A certificate, setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this Section, as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, the adoption (a) If any Requirement of Law (other than with respect to any applicable law, rule, amendment made to Lender’s certificate of incorporation and by-laws or regulation, other organizational or any change in any applicable law, rule, or regulation, governing documents) or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (or its Applicable Lending Office) to any taxTax (other than Indemnified Taxes or Excluded Taxes) on its loans, dutyloan principal, letters of credit, commitments, or other charge with respect to any Eurodollar Loans, its Notesobligations, or its obligation to make Eurodollar Loansit deposits, reserves, other liabilities or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)attributable thereto; (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory advance or similar requirement (against assets held by deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of Advances or other extensions of credit by, or any other acquisition of funds by any office of Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Benchmark hereunder; or; (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting that would affect this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentsLoan Agreement; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which Lender (or its Applicable Lending Office) reasonably deems to be material, of making, Converting into, Continuing, continuing or maintaining any Eurodollar Loans Advance or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall promptly upon written notice thereof in accordance with clause (b) below pay to Lender such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable)reduced amount receivable thereafter incurred; provided that such suspension Borrower shall not affect be required to pay any such additional amounts unless (i) such amounts are the right result of such requirements imposed generally on lenders similar to Lender and not the result of some specific reserve or similar requirement imposed on Lender as a result of its individual circumstances and (ii) Lender certifies that it is seeking similar compensation from all similarly situated borrowers and not singling Borrower out for additional compensation. (b) If Lender becomes entitled to receive the compensation so requested. Each Lender claim any additional amounts pursuant to this subsection, it shall promptly notify Borrowers of the Borrower and the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle such Lender become so entitled. A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous subsection submitted by Lender to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Borrowers shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Eurodollar Reserve Requirement Percentage utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting converting into, Continuingcontinuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue continue Eurodollar Loans, or to Convert convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. If(a) Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), after the date hereof, if the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iiiii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, upon receipt by the Borrower of the notice described in the last sentence of this paragraph, the Borrower shall promptly pay such Lender any additional amounts necessary to compensate such Lender on an after-tax basis for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection (a) for any increased costs or reduced amounts receivable from more than six months prior to the date on which such Lender notified the Borrower of such Lender’s intention to claim compensation therefor; and provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower in writing (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled, and setting forth in such notice, in reasonable detail, the basis and calculation of such amounts. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which request shall set forth, in reasonable detail, the basis and calculation of the additional amounts sought), the Borrower shall pay to such Lender on demand such additional amount or amounts as will set forth in the aforesaid notice; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection (b) for any amounts incurred more than six months prior to the date on which such Lender for notified the Borrower of such increased cost or reduction. If Lender’s intention to claim compensation therefor; and provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent)) and setting forth, suspend in reasonable detail, the obligation basis and calculation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, the adoption of If any applicable law, rule, Change in Law or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration application thereof by applicable to any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereofLender, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bankin each case made subsequent to the Closing Date (or, or comparable agency:if later, the date on which such Lender becomes a Lender): (ia) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to any Letter of Credit, any Eurodollar LoansLoans made by it, its Notesany Competitive Bid Loans made by it, or its obligation to make Eurodollar Loans or any obligation to make Competitive Bid Loans, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans thereof (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Officeexcept for Excluded Taxes); (iib) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iiic) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or (excluding any of such extensions of credit or liabilities or commitmentsTaxes); and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or case, upon notice to the Borrowers from such Lender, through the Administrative Agent, in accordance herewith, the Borrowers shall be obligated to promptly pay such Lender, upon its Applicable Lending Office) under this Credit Agreement or its Notes with respect demand, any additional amounts necessary to any Eurodollar Loans, then the Borrower shall pay to compensate such Lender on demand such an after-tax basis (after taking into account applicable deductions and credits in respect of the amount or amounts as will compensate such Lender indemnified) for such increased cost or reductionreduced amount receivable, provided that, in any such case, the Borrowers may elect to convert the Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrowers shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.14. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice becomes entitled to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of claim any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts pursuant to this Section 3.9 3.12, it shall provide prompt notice thereof to the Borrowers, through the Administrative Agent, certifying (x) that one of the events described in this Section 3.12 has occurred and will designate describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a different Applicable Lending Office if such designation will avoid reasonably detailed explanation of the need for, or reduce the amount of, such compensation and will not, in the judgment of calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Section 3.12 submitted by such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish through the Administrative Agent, to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Borrowers shall be conclusive and binding on the parties hereto in the absence of manifest error. In determining such amount, The Borrowers shall pay such Lender may use the amount shown as due on any reasonable averaging such certificate within 10 days after receipt thereof. This covenant shall survive the termination of this Credit Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, the adoption (i) If any Requirement of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, Law or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof, a. shall subject Lender to any tax of any such Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge kind whatsoever with respect to this Agreement, the Note or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, Loan made by it (excluding net income taxes) or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof; b. shall subject Lender to any tax of any Eurodollar Loans kind whatsoever with respect to this Agreement, the Note or any Loan made by it (other than taxes imposed on the overall excluding net income taxes) or change the basis of such Lender by the jurisdiction in which such Lender has its principal office taxation of advances, loans or such Applicable Lending Office); (ii) shall impose, modifyother extensions of credit by, or deem applicable any reserveother acquisition of funds by, special deposit, assessment, or similar requirement (other than the Eurodollar Reserve Requirement utilized any office of Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender LIBOR rate hereunder; or (iii) c. shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which Lender (or its Applicable Lending Office) deems to be material, of making, Converting into, Continuing, continuing or maintaining any Eurodollar Loans Loan or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall promptly pay to Lender such Lender on demand such additional amount or amounts as will compensate such Lender on an after-tax basis for such increased cost or reduction. reduced amount receivable (ii) If Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Lender requests compensation by or any corporation controlling Lender with any request or directive regarding capital adequacy (whether or not having the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy force of law) from any Governmental Authority made subsequent to the Agent), suspend date hereof shall have the obligation effect of reducing the rate of return on Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which Lender or such corporation (taking into consideration Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by Lender to make be material, then from time to time, Borrower shall promptly pay to Lender such additional amount or Continue Eurodollar Loansamounts as will compensate Lender on an after-tax basis for such reduction. (iii) If Lender becomes entitled to claim any additional amounts pursuant to this Section, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender it shall promptly notify Borrower of the Borrower and the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle such Lender become so entitled. A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous submitted by Lender to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. (a) If, after the date hereofClosing Date, (i) the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank, or comparable agency charged with (ii) the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agency: (iA) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Eurodollar Loans, its Notes, Letter of Credit or its obligation to make Eurodollar Loansany LIBOR Fixed Rate Loan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans thereof (other than taxes imposed on the overall net income of such Lender except for Taxes and Excluded Taxes which are governed by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeSection 3.2 hereof); (iiB) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate or the Alternate Currency Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiC) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar LIBOR Fixed Rate Loans or issuing or participating in Letters of Credit, or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall pay to such Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify Borrower (with a copy to Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof by a Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on demand such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such corporation with respect to capital adequacy), then from time to time, upon submission by such Lender to Borrower (with a copy to Agent) of a written request therefor (which shall include the method for calculating such amount), Borrower shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender requests compensation by the to Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of absent manifest error. In determining any such amountadditional amounts, such Lender may use any reasonable method of averaging and attribution methodsthat it (in its sole discretion) shall deem applicable. The obligations of Borrower pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after (a) In the date hereof, the adoption of event that any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agencyRegulatory Change shall: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such any Lender (or its Applicable Lending Office) under this Credit Agreement or its any Notes in respect of any Eurodollar Loans, including without limitation LIBOR Loans made by it (other than taxes imposed on the overall net income of such Lender by in its jurisdiction of organization or in the jurisdiction in which such Lender has where its principal lending office or such Applicable Lending Officeis located); (ii) shall impose, modify, impose or deem applicable modify any reserve, special deposit, compulsory loan assessment, special deposit or similar requirement (other than the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, any office of such Lender (or its Applicable Lending Office), including the Commitment any of such Lender hereunderLoans or any deposits referred to in the definition of "LIBOR Base Rate" in Article XIV); or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition conditions affecting this Credit Agreement or its Notes in respect of Loans, including without limitation LIBOR Loans (or any of such extensions of credit credit, assets, deposits or liabilities or commitmentsliabilities); and the result of any of the foregoing is shall be to increase the cost to such Lender (or its Applicable Lending Office) Lender's costs of making, Converting into, Continuing, making or maintaining any Eurodollar Loans Loans, including without limitation LIBOR Loans, or to reduce any sum received or amount receivable by such Lender (hereunder in respect of any of its Loans, in each case only to the extent that such additional amounts are not included in the LIBOR Base Rate or its Applicable Lending Office) under this Credit Agreement or its Notes with respect Base Rate applicable to any Eurodollar such Loans, then the Borrower shall pay on demand to such Lender on demand Lender, through the Agent, and from time to time as specified by such amount or Lender, such additional amounts as will such Lender shall reasonably determine are sufficient to compensate such Lender for such increased cost or reduced amount receivable. (b) If at any time after the date of this Agreement any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Lending Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption or implementation of any Regulatory Change regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (whether or not having the force of law), has or will have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of the existence of its obligations hereunder (whether with respect to the Loans or any other Obligation) to a level below that which such Lender or its holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time following written notice by such Lender to the Borrower as provided in paragraph (c) of this Section, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender, through the Agent, such additional amount or amounts as such Lender shall reasonably determine will compensate such Lender or such holding company, as the case may be, for such reduction. , provided that to the extent that any or all of the Borrower's liability under this Section arises following the date of the adoption of any such Regulatory Change (the "Effective Date"), such compensation shall be payable only with respect to that portion of such liability arising after notice of such Regulatory Change is given by such Lender to the Borrower (unless such notice is given within sixty (60) days after the Effective Date, in which case such compensation shall be payable in respect of all periods before and after the Effective Date). (c) If any Lender requests compensation by the Borrower under becomes entitled to claim any additional amounts pursuant to this Section 3.9Section, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender it shall promptly notify the Borrower and of the Agent of any event by reason of which it has knowledge, occurring after become so entitled. A certificate setting forth in reasonable detail the date hereof, which will entitle such Lender to compensation computation of any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if submitted by such designation will avoid Lender to the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, Borrower shall be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish delivered to the Borrower and the Agent a statement setting forth other Lenders promptly after the initial incurrence of such additional amount or amounts to be paid to it hereunder which and shall be conclusive in the absence of manifest error. In determining such amountThe covenants contained in this Section shall survive for six months following the termination of this Agreement and the payment of the outstanding Notes. No failure on the part of any Lender to demand compensation under paragraph (a) or (b) above on any one occasion shall constitute a waiver of its rights to demand compensation on any other occasion. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender may use any reasonable averaging and attribution methodsfor compensation thereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Eurodollar LoansLetter of Credit, its Notes, any Application or its obligation to make Eurodollar Loansany Revolving Loans made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 4.11 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunderLIBOR rate provided for in Section 2.4; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Revolving Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify Borrower (with a copy to Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then the from time to time, after submission by such Lender to Borrower (with a copy to Administrative Agent) of a written request therefor, Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by the to Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountNotwithstanding anything to the contrary in this Section, Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender may use any reasonable averaging notifies Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Revolving Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect thereof (except for Non-Excluded Taxes covered by Section 3.10 and changes in the rate of any Eurodollar Loans (other than taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Co-Borrowers shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Co-Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower Co-Borrowers (with a copy to the Administrative Agent) of a written request therefor, the Co-Borrowers shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender Co-Borrowers (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Co-Borrowers pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Revolving Loans and all other amounts payable hereunder.

Requirements of Law. If(a) If any Requirement of Law (other than with respect to any amendment made to the Lender’s certificate of incorporation, after the date hereof, the adoption of any applicable law, rule, by-laws or regulation, other organizational or any change in any applicable law, rule, or regulation, governing documents) or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such the Lender (or its Applicable Lending Office) to any tax, duty, or other charge Tax of any kind whatsoever with respect to this Loan Agreement, a Note or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, Advance made by it (excluding net income taxes) or change the basis of taxation of any amounts payable payments to such the Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of thereof (provided that, this clause (i) shall not apply to any Eurodollar Loans (other than withholding taxes imposed on the overall net income of such Lender or Taxes covered by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeSection 3.03); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory advance or similar requirement (against assets held by deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of Advances or other extensions of credit by, or any other acquisition of funds by any office of the Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender CDOR Rate hereunder; or (iii) shall impose on such the Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such the Lender, by an amount which the Lender (or its Applicable Lending Office) deems to be material, of making, Converting into, Continuing, continuing or maintaining any Eurodollar Loans Advance or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall promptly pay to the Lender such Lender on demand such additional amount or amounts as will compensate such the Lender for such increased cost or reduction. reduced amount receivable thereafter incurred. (b) If the Lender shall have determined that the adoption of or any Lender requests compensation change in any Requirement of Law (other than with respect to any amendment made to the Lender’s certificate of incorporation, by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Borrower under this Section 3.9Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on the Lender’s or such Person’s capital as a consequence of any obligations hereunder to a level below that which the Lender or such Person (taking into consideration the Lender’s or such Person’s policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time, the Borrower may, by notice to such Lender (with a copy shall promptly pay to the Agent)Lender such additional amount or amounts as will thereafter compensate the Lender for such reduction. (c) If the Lender becomes entitled to claim any additional amounts pursuant to this subsection, suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender it shall promptly notify the Borrower and of the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle such Lender become so entitled. A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid subsection submitted by the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iiiii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans Loans, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) under this Credit Agreement obligations hereunder to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender Rate hereunder; or (iiiii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitments(other than with respect to Taxes, which are governed exclusively by Section 2.20); and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, within 10 days of its demand therefor, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event in reasonable detail by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) obligations hereunder or under this or in respect of any Letter of Credit Agreement to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor setting forth in reasonable detail the basis therefor, the Borrower shall pay to such Lender on demand within 10 days after receipt of such request such additional amount or amounts as will compensate such Lender for such increased cost or reduction. . (c) If any Lender requests compensation by becomes entitled to claim any additional amounts pursuant to this Section 2.19 or Section 2.21, it shall promptly notify the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation ) of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event by reason of which it has knowledgebecome so entitled, occurring after provided that no Lender shall be entitled to claim any such additional amount with respect to the date hereof, period which will entitle is more than 180 days prior to the delivery of such Lender notice. A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if 2.19 or Section 2.21 submitted by such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower (with a copy to the Administrative Agent) setting forth in reasonable detail the calculation of such amounts and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which basis therefor shall be conclusive presumptively correct in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging The agreements in this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If, after the date hereofClosing Date, (i) the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank, or comparable agency charged with (ii) the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agency: (iA) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans thereof (other than taxes imposed on the overall net income of such Lender except for Taxes and Excluded Taxes which are governed by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeSection 3.2 hereof); (iiB) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiC) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall pay to such Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify Borrower (with a copy to Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof by a Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on demand such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such corporation with respect to capital adequacy), then from time to time, upon submission by such Lender to Borrower (with a copy to Agent) of a written request therefor (which shall include the method for calculating such amount), Borrower shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such increased cost reduction. (c) For purposes of this Section 3.1, any rules or reduction. If directives concerning capital adequacy promulgated by the Bank for International Settlements pursuant to the Xxxx-Xxxxx Act or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) under Basel III, and any rules, regulations, orders and directives adopted, promulgated or implemented in connection with any of the foregoing, regardless of the date adopted, issued, promulgated or implemented, are deemed to have been introduced and adopted after the Closing Date. (d) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender requests compensation by the to Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of absent manifest error. In determining any such amountadditional amounts, such Lender may use any reasonable method of averaging and attribution methodsthat it (in its sole discretion) shall deem applicable. The obligations of Borrower pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such any Lender (or its Applicable Lending Office) to any tax, duty, or other charge tax of any kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loans, its Notes, or its obligation to make Eurodollar LoansLoan made by it, or change the basis of taxation of any amounts payable payments to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans thereof (other than taxes imposed on the overall except for Non-Excluded Taxes covered by Section 4.10, net income taxes and franchise taxes (imposed in lieu of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Officenet income taxes)); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost or reduce the amount receivable to such Lender, by an amount which such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or to reduce any sum received or amount receivable by hereunder in respect thereof, then, in any such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loanscase, then the Borrower shall promptly pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. reduced amount receivable. (b) If any Lender requests compensation shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the Borrower under this Section 3.9force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, the Borrower may, by notice shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this Section 4.9, it shall promptly deliver a certificate to the Borrower (with a copy to the Administrative Agent), suspend setting forth in reasonable detail an explanation of the obligation of basis for requesting such Lender compensation. Such certificate as to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if 4.9 submitted by such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower (with a copy to the Administrative Agent) must be delivered to the Borrower prior to the termination of this Agreement and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining The Borrower shall pay each Lender the amount shown as due on any such amount, such Lender may use any reasonable averaging certificate delivered by it within 15 days after the Borrower's receipt thereof. The agreements in this Section 4.9 shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agency:Authority made subsequent to the First Amendment and Restatement Effective Date (a “Change in Law”): (i) shall subject such any Lender (or its Applicable Lending Office) to any taxTaxes (other than (A) Indemnified Taxes, duty(B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other charge with respect to any Eurodollar Loans, its Notesobligations, or its obligation to make Eurodollar Loansdeposits, reserves, other liabilities or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)capital attributable thereto; (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunderBenchmark; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans or to reduce any sum received amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the First Amendment and Restatement Effective Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) under this Credit Agreement obligations hereunder to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation for such increased cost or reduction. If ; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six Months prior to the date that such Lender notifies the Borrower of such Xxxxxx’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-Month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender requests compensation by to the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which ) shall be conclusive in the absence of manifest error. In determining such amountThe obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) Notwithstanding anything herein to the contrary (i) all requests, such Lender may use rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any reasonable averaging successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and attribution methods(ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in Requirements of Law, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Revolving Notes, if any, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes Revolving Notes, if any, in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Credit Agreement or its Notes Revolving Notes, if any, or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting converting into, Continuingcontinuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes Revolving Notes, if any, with respect to any Eurodollar Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 3.93.9(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. . (b) Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Requirements of Law. (a) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Eurodollar Reserve Requirement Percentage utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to such Lender on demand within thirty (30) days of notice from such Lender to the Borrower (such notice to include reasonable detail as to such change) such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive conclusive, if made in good faith, in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (b) The Borrower shall not be required to compensate a Lender pursuant to this Section 3.9 for any increased costs or reductions incurred more than 90 days prior to the date that such Lender notifies the Borrower of the change of law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided that, if the change of law giving rise to such increased costs or reductions is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law. If, after the date hereof, (a) If the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, Requirement of Law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Credit Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, modify or deem hold applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentscondition; and the result of any of the foregoing is to increase the cost (other than by reason of a Tax) to such Lender, by an amount that such Lender (or its Applicable Lending Office) deems to be material, of making, Converting into, Continuing, continuing or maintaining any or funding Eurodollar Rate Loans or to reduce any sum received amount receivable hereunder in respect thereof (other than by reason of any Tax), then, in any such case, the Borrowers shall promptly pay such Lender, within 10 Business Days after delivery of written notice to the Borrowers, any additional amounts necessary to compensate such Lender (on an after-tax basis) for such increased cost or receivable reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrowers (with a copy to the Facility Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority (including without limitation, implementation of laws, directives, requirements or guidelines arising out of the paper entitled “International Convergence of Capital Measurement and Capital Standards, A Revised Framework” issued by the Bank of International Settlement on 26 June 2004) made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its Applicable Lending Office) under this Credit Agreement obligations hereunder to a level below that which such Lender or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower Borrowers (with a copy to the Facility Agent) of a written request therefor, the Borrowers shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender or such corporation (on an after-tax basis) for such increased cost or reduction. If any Lender requests compensation by reduction within 10 Business Days after the Borrower under this Section 3.9, the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation delivery of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect written request. (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. c) Each Lender shall promptly notify each of the Borrower Borrowers and the Facility Agent of any event of which it has knowledge, knowledge occurring after the date hereof, which will entitle such a Lender to compensation pursuant to this Section 3.9 4.1, and will such Lender shall, upon written request by any Borrower, designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under A certificate as to any additional amounts payable pursuant to this Section 3.9 shall furnish submitted by any Lender to the Borrower and Borrowers (with a copy to the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Facility Agent) shall be conclusive in the absence of manifest error. In determining such amount, ; provided that any determination and allocations by such Lender may use of the effect of any change in a Requirement of Law are made on a reasonable averaging basis. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than three months prior to the date that such Lender notifies the Borrowers of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If(a) Notwithstanding any other provision ------------------- herein, if after the date hereof, Issuance Date the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, law or regulation, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (Series 1999-1 Certificateholder or its Applicable Lending Office) other Affected Party with any request or directive (whether or not having the force of law) of from any such central bank or other Governmental Authority, central bank, or comparable agencyAuthority made subsequent to the date hereof: (i) shall subject such Lender (any Series 1999-1 Certificateholder or its Applicable Lending Office) other Affected Party to any tax, duty, or other charge tax of any kind whatsoever with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, the Transaction Documents or change the basis of taxation of payments to any amounts payable to such Lender (Series 1999-1 Certificateholder or its Applicable Lending Office) under this Credit Agreement or its Notes other Affected Party in respect thereof (except for Non-Excluded Taxes covered by Section 4.2 of any Eurodollar Loans (other than this Supplement ----------- and changes in the rate of taxes imposed on the overall or branch net income of such Lender by the jurisdiction Series 1999-1 Certificateholder or franchise taxes assessed in which lieu of a tax on overall or branch net income of such Lender has its principal office or such Applicable Lending OfficeSeries 1999-1 Certificateholder); (ii) shall impose, modify, modify or deem applicable any reserve, special deposit, assessment, compulsory loan or similar requirement (against assets held by, deposits or other than liabilities in or for the Eurodollar Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any account of, advances, loans or other extensions of credit or other assets ofby, or any deposits with other acquisition of funds by, any office of such Series 1999-1 Certificateholder or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Credit Agreement or its Notes or any of such extensions of credit or liabilities or commitmentsAffected Party; and the result of any of the foregoing is to increase the cost to such Lender (Series 1999-1 Certificateholder or its Applicable Lending Office) other Affected Party by an amount which such Series 1999-1 Certificateholder or other Affected Party deems to be material, of making, Converting converting into, Continuing, continuing or maintaining any Eurodollar Loans portion of the Invested Amount, or providing funding or any commitment under any Program Support Agreement or to reduce any sum received amount receivable hereunder or receivable under any Program Support Agreement in respect thereof, then, in any such case, the Trustee will pay to such Series 1999-1 Certificateholder or such other Affected Party, as the case may be, upon written demand, from amounts otherwise distributable to the Transferor pursuant to Section 4.03(a)(ii) of the Agreement or pursuant to ------------------- Section 4.04(c)(i) of this Supplement, such additional amount or amounts as will ------------------ compensate such Series 1999-1 Certificateholder or such other Affected Party, as the case may be, for such additional costs incurred or reduced amount receivable. (b) If any Series 1999-1 Certificateholder or other Affected Party shall have determined after the Issuance Date that the adoption of or any change in any law, rule, regulation or guideline regarding capital adequacy or in the interpretation, administration or application thereof, or compliance by such Lender Series 1999-1 Certificateholder or other Affected Party or any corporation controlling such Series 1999-1 Certificateholder or other Affected Party with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall or would have the effect of reducing the rate of return on such Series 1999-1 Certificateholder's, such other Affected Party's or such corporation's capital as a consequence of its Applicable Lending Office) obligations hereunder or under this Credit any Program Support Agreement to a level below that which such Series 1999-1 Certificateholder, such other Affected Party or its Notes such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Series 1999-1 Certificateholder's, such other Affected Party's or such corporation's policies with respect to any Eurodollar Loanscapital adequacy) by an amount deemed by such Series 1999-1 Certificateholder or such other Affected Party to be material, then from time to time, the Borrower Trustee shall promptly pay to such Lender on demand Series 1999-1 Certificateholder or such other Affected Party, as the case may be, upon written demand, from amounts otherwise distributable to the Transferor pursuant to Section 4.03(a)(ii) of the Agreement or pursuant to Section 4.04(c)(i) of ------------------- ------------------ this Supplement, such additional amount or amounts as will compensate such Lender Series 1999-1 Certificateholder or such other Affected Party, as the case may be, for such increased cost or reduction. . (c) If any Lender requests compensation by Series 1999-1 Certificateholder or other Affected Party becomes entitled to claim any additional amounts pursuant to Section 4.1(a) or (b) -------------- --- above, it shall promptly notify the Borrower under this Section 3.9, the Borrower may, by notice to such Lender Transferor (with a copy to the Agent), suspend the obligation ) of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Each Lender shall promptly notify the Borrower and the Agent of any event by reason of which it has knowledge, occurring after the date hereof, which will entitle such Lender become so entitled. A certificate as to compensation any additional amounts payable pursuant to this Section 3.9 and will designate a different Applicable Lending Office if 4.1 submitted by such designation will avoid the need for, Series ----------- 1999-1 Certificateholder or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.9 shall furnish other Affected Party to the Borrower Transferor (with a copy to the Agent and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which Trustee) shall be conclusive in the absence of manifest error. In determining The agreements in this Section 4.1 shall ----------- survive the termination of this Supplement and the Agreement and the payment of all amounts payable hereunder. (d) Failure or delay on the part of any Series 1999-1 Certificateholder or other Affected Party to demand compensation for any increased costs or reduction in amounts receivable or reduction in return on capital shall not constitute a waiver of such amountPerson's right to demand such compensation. The protection of this Section 4.1 shall be available to each Series 1999-1 Certificateholder and ----------- each other Affected Party regardless of any possible contention of the invalidity or inapplicability of the law, such Lender may use any reasonable averaging and attribution methodsrule, regulation, agreement, guideline or other change or conditions which shall have occurred or been imposed.