Common use of Requirements of Law Clause in Contracts

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 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 to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):Closing Date: (i) shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement, Agreement or any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-any Indemnified Taxes indemnifiable under Section 2.21 or any Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderTaxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 any Lender which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower Borrowers shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent to the Borrowers shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Lending Office) to avoid or to minimize any amounts which might otherwise be payable pursuant to this subsection (a); provided, however, that the Borrower such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be required to pay to any Lender any amounts under this paragraph for any period prior material. Notwithstanding anything herein to the date contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on which such Lender gives notice Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware Basel III, shall be deemed to be a change in “Requirement of Law,” regardless of the event giving rise to such payment obligationdate enacted, adopted or issued. (b) If any Lender shall have reasonably determined that after the date hereof 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 central bank or Governmental Authority made subsequent to the date hereof Closing Date does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy or liquidity) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; providedreduction (but, that in the Borrower shall not be required to pay to any Lender case of outstanding Base Rate Loans, without duplication of any amounts under this paragraph for any period prior to the date on which such already recovered by a Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 Administrative Agent) of the event by reason of which it has become so entitledan adjustment in the Alternate Base Rate). A Such a certificate as to any additional amounts payable pursuant to under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent to the Borrower (with a copy to the Administrative Agent) Borrowers shall be conclusive in the absence of absent manifest error. . (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.19 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.19 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender, as the case may be, notifies the Borrowers of the Requirement of Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Requirement of Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). (d) The agreements in this subsection Section 2.19 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunderCredit Party Obligations.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) does or shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, Agreement or any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof of principal, facility fee, interest or any other amount payable hereunder (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advancesadvances or loans by, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Lender which is are not otherwise included in the determination of the Eurocurrency Rate; orcovered by subsection 2.15(b); (iii) does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofhereunder, then, in any such case, the Borrower Company shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its Eurodollar Loans. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender, through the Administrative Agent, to the 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 the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) In 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 Lender, 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 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 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 the 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 after the date hereof 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 or under 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 be material, then from time to time, within 15 days after demand by such Lender, the Borrower Company shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided. (d) Notwithstanding anything to the contrary contained herein, that the Borrower Company shall not be required have any obligation to pay to any Lender any amounts owing under this paragraph subsection 2.15 for any period which is more than 60 days prior to the date on upon which such Lender gives notice the request for payment therefor is delivered to the Borrower Company; provided that such in no event shall the Company have any obligation to pay to any Lender amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware owing under subsection 2.15(b) for any period which is prior to the commencement of the event giving rise to Interest Period in effect at the time a demand for payment is made by such payment obligationLender. (ce) 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 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 to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any ApplicationParticipation Interest therein or any application relating thereto, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit (or the Participations Interests therein) or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.17 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If If, after the adoption date hereof, as a result of the introduction of or any change in any Requirement of Law in, or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreementof, any Note, any Letter Requirement of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by itLaw, or change the basis of taxation of payments to such Lender a Lender’s compliance therewith, there shall be any increase in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems of agreeing to be material, of make or making, converting into, continuing funding or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances Loans or (as the case may be) issuing or participating in Letters of Credit Credit, or to reduce a reduction in the amount received or receivable by such Lender in connection with any amount receivable hereunder in respect thereof, then, in of the foregoing (excluding for purposes of this subsection (a) any such caseincreased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.13 shall govern) and (ii) reserve requirements utilized in the determination of the Eurodollar Rate), then from time to time, within 10 days of demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced reduction in yield. (b) 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 3.12 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount receivable; providedof, that such compensation and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to it. Any Lender claiming compensation under this Section 3.12 shall furnish to the Borrower and the Administrative Agent a statement setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder which shall be conclusive absent manifest error. (c) The Borrower shall not be required to pay compensate a Lender pursuant to any Lender any amounts under this paragraph Section 3.12 for any period increased costs or reductions incurred more than 180 days prior to the date on which that such Lender gives notice to notifies the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event change of law giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof the adoption increased costs or reductions and 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled ’s intention to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundercompensation therefor.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Term Note, then, in any such case, the Borrower Credit Parties shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower Credit Parties shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunderCredit Party Obligations.

Requirements of Law. A. Lessee shall not do, and shall not permit persons within Lessee’s control to do, any act or thing in or upon the Premises or the Building which will invalidate or be in conflict with the certificate of occupancy for the Premises or the Building or violate any other zoning ordinances, and rules and regulations of governmental or quasi-governmental authorities having jurisdiction over the Premises or the Building (athe “Requirements”). Lessee shall, at Lessee’s sole cost and expense, take all action, including any required Alterations necessary to comply with all Requirements (including, but not limited to, applicable terms of the Broward County Building Code and the Americans With Disabilities Act of 1990 (the “ADA”), each as modified and supplemented from time to time) If which shall impose any violation, order or duty upon Lessor or Lessee arising from, or in connection with Lessee’s use or manner of use of the adoption of Premises, or any change in any Requirement of Law or installations in the interpretation Premises, or application thereof required by reason of a breach of any of Lessee’s covenants or compliance by any Lender with any request or directive (agreements under this Lease, whether or not having the force of law) from such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any central bank work required shall be ordinary or other Governmental Authority made subsequent to extraordinary or foreseen or unforeseen at the date hereof (orhereof. Notwithstanding the preceding sentence, in the case Lessee shall not be obligated to perform any Alterations necessary to comply with any Requirements, unless compliance shall be required by reason of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax Lessee’s particular use, manner of any kind whatsoever with respect to this Agreement, any Note, any Letter use or occupancy on behalf of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by itLessee of the Premises, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify any breach of any of Lessee’s covenants or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit byagreements under this Lease, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) any wrongful act or omission by Lessee or persons within Lessee’s control. B. Lessee covenants and agrees that Lessee shall, at Lessee’s sole cost and expense, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any “Hazardous Materials” (which term shall impose on such Lender mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as “hazardous substances” or “toxic substances” or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. § 6010, et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. § 2601, et seq., any “toxic pollutant” under the Clean Water Act, 33 U.S.C. § 466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. § 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq., and any hazardous or toxic substances or pollutant regulated under any other condition; and the result of any of the foregoing is Requirements). Lessee shall agree to increase the cost to such Lenderexecute, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, at Lessor’s request, affidavits, representations and the Borrower shall promptly pay to such Lender such additional amount like concerning Lessee’s best knowledge and belief regarding the presence of Hazardous Materials in, on, under or amounts as will compensate such Lender for such reduction; providedabout the Premises, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to Building or the date land on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware Building is located. Lessee shall indemnify and hold harmless Lessor, its officers, agents, successors and assigns (“Indemnities”) from and against any loss, cost, damage, liability or should have become aware of the event giving rise to such payment obligation. expense (cincluding attorneys’ fees and disbursements) 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 Administrative Agent) of the event arising by reason of which it has become so entitledany clean up, removal, remediation, detoxification action or any other activity required or recommended of any Indemnities by any Governmental Authority by reason of the presence in or about /s/ Lessor /s/ Lessee the Building or the Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Lessee or persons within Lessee’s control or the breach of this Lease by Lessee or persons within Lessee’s control. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender Lessor represents and warrants to the Borrower best of its knowledge at the execution of this lease that the Premises do not presently contain and are free from all Hazardous Materials. Lessor shall indemnify and hold harmless Lessee, its officers, agents, successors and assigns from and against any loss, cost, damage, liability or expense (with including attorney’s fees and disbursements) arising from the breach of the foregoing representation, and/or (a) Hazardous Materials present on, in or under the Premises as a copy to result of any discharge, dumping or spilling (accidental or otherwise) by Lessor onto the Administrative Agent) shall be conclusive in the absence of manifest errorPremises. The agreements in this subsection foregoing covenants and indemnity shall survive the expiration or any termination of this Agreement and Lease. C. If either Lessee or Lessor shall receive notice of any violation of, or defaults under, any Requirements, liens or other encumbrances applicable to the payment of Premises; the Loans and all party receiving such notice shall give prompt notice thereof to the other amounts payable party hereunder. D. If any governmental license or permit shall be required for the proper and lawful conduct of Lessee’s business and if the failure to secure such license or permit would, in any way, affect Lessor or the Building, then Lessee, at Lessee’s expense, shall promptly procure and thereafter maintain, submit for inspection by Lessor, and at all times comply with the terms and conditions of, each such license or permit.

Requirements of Law. (a) If any Lender shall have determined that the adoption of or any change in any Requirement of Law or (in the interpretation or application thereof or compliance by any Lender 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 (or, in the each case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof the adoption hereof) of or any change in any Requirement of Law Governmental Authority 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount deemed determined by such Lender Lender, in its reasonable discretion, to be material, then from time to time, the each Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise reduction directly applicable to such payment obligationBorrower separately. (cb) If any Lender becomes entitled to claim claim, and determines that it will collect from the Borrowers, any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledentitled by providing a certificate setting forth in reasonable detail the basis for the claim for additional amounts, the amounts required to be paid by the Borrowers to such Lender, and the computations made by such Lender to determine the amounts; provided that such Lender shall not be required to disclose any confidential information. A Such certificate as to any additional amounts payable pursuant to this subsection Section submitted by such Lender to the Borrower Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section shall survive the termination of this Agreement and the payment of the Revolving Credit Loans and all other amounts payable hereunder. No Borrower shall be responsible to compensate such Lender for additional amounts attributable to another Borrower’s Revolving Credit Loans. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 45 days prior to the date that such Lender notifies the Borrowers of the change in the Requirement of Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in the Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 45-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a) with respect to such Lender, it will, if requested by the Borrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to avoid or mitigate any additional amounts payable to the greatest extent practicable (including transferring the Revolving Credit Loans affected by such event to another lending office), unless in the opinion of such Lender, such efforts would result in such Lender (or its lending office) suffering an economic, legal or regulatory disadvantage. Nothing in this clause (b) shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in this Section 2.10. (e) The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy as in effect as of the date of this Agreement) by an amount deemed by such Lender to be material, then from time to time, the after submission by Lender to Borrower of a written request therefor, Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate Lender or such Lender corporation for such reduction; provided, that the Borrower shall not be required to pay compensate Lender pursuant to any Lender any amounts under this paragraph for any period amounts incurred more than six months prior to the date on which such that Lender gives notice notifies Borrower of Lender’s intention to claim compensation therefor; and provided, further that, if the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event circumstances giving rise to such payment obligationclaim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (cb) 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 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 Section submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in obligations of Borrower pursuant to this subsection Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) Failure or delay on the part of Lender to demand compensation pursuant to this Section 2.9 shall not constitute a waiver of Lender’s right to demand such compensation; provided, that Borrower shall not be under any obligation to compensate Lender under clause (a) of this Section 2.9 for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any change in Law within such 180-day period. The protection of this Section 2.9 shall be available to Lender regardless of any possible contention of the invalidity or inapplicability of the change in any Requirement of Law that shall have occurred or been imposed. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, 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, are in each case deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted, issued or implemented for all purposes under or in connection with this Agreement (including this Section 2.9) and any taxes imposed thereby (other than taxes described in Section 2.10) shall be deemed to be the adoption of or a change in a Requirement of Law regarding capital adequacy.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, within 15 days after its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.15 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have reasonably determined that after the date hereof the adoption of or any change Change in any Requirement Law 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 regarding capital or liquidity requirements shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's Lender’s holding company’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or such corporation's holding company’s reasonable policies with respect to capital adequacy) by an amount deemed determined by such Lender to be material, then from time to time, the each Borrower shall promptly pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (cb) If any Lender becomes entitled to claim claim, and determines that it will collect from the Borrowers, any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledentitled by providing a certificate setting forth in reasonable detail the basis for the claim for additional amounts, the amounts required to be paid by the Borrowers to such Lender, and the computations made by such Lender to determine the amounts; provided that such Lender shall not be required to disclose any confidential information. A Such certificate as to any additional amounts payable pursuant to this subsection Section submitted by such Lender to the Borrower Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. No Borrower shall be responsible to compensate such Lender for additional amounts attributable to another Borrower’s Loans. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 120 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a) with respect to such Lender, it will, if requested by the Borrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to avoid or mitigate any additional amounts payable to the greatest extent practicable (including transferring the Loans affected by such event to another lending office), unless in the opinion of such Lender, such efforts would result in such Lender (or its lending office) suffering an economic, legal or regulatory disadvantage. Nothing in this clause (d) shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in this Section 2.10. (e) The agreements in this Section shall survive termination of the Commitments and repayment of the Loans and all amounts payable hereunder.

Requirements of Law. (a) If at any time any Lender, the adoption of Issuing Bank or the LC Facility Issuing Bank determines that the introduction of, or any change in any Requirement of Law or in the interpretation of, any law, treaty or application thereof governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements included in determining the Adjusted LIBO Rate) or the compliance by any Lender such Lender, the Issuing Bank or the LC Facility Issuing Bank with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law), shall have the effect of increasing the cost to such Lender or the Issuing Bank for agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in, issuing or maintaining any Letter of Credit or any LC Facility Deposit (including any tax other than Indemnified or Other Taxes or Excluded Taxes covered by Section 2.16, which shall be governed exclusively by such section), then Borrower shall from time to time, within five days of demand therefor by such Lender, the Issuing Bank or the LC Facility Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, the Issuing Bank or the LC Facility Issuing Bank additional amounts sufficient to compensate such Lender, the Issuing Bank or the LC Facility Issuing Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower and the Administrative Agent by such Lender, the Issuing Bank or the LC Facility Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error. Such Lender, the Issuing Bank or the LC Facility Issuing Bank, as applicable, shall promptly notify the Administrative Agent and Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender, the Issuing Bank or the LC Facility Issuing Bank, as applicable, for such increased cost or reduced amount. Such additional amounts shall be payable directly to such Lender, the Issuing Bank or the LC Facility Issuing Bank, as applicable, within five days of Borrower’s receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on Borrower. (b) If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) from of any court, central bank bank, regulator or other Governmental Authority made subsequent to the date hereof (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof affects or would affect the adoption amount of capital required or expected to be maintained by any change in any Requirement of Law regarding capital adequacy Lender, the Issuing Bank or in the interpretation LC Facility Issuing Bank (or application thereof or compliance by such Lender or any corporation a holding company controlling such Lender with any request Lender, the Issuing Bank or directive regarding capital adequacy the LC Facility Issuing Bank) and such Lender, the Issuing Bank or the LC Facility Issuing Bank determines (whether or not having the force of lawin its sole and absolute discretion) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing that the rate of return on such Lender's its capital (or such corporation's the capital of its holding company, as the case may be) as a consequence of its obligations hereunder Revolving Credit Commitment or under the Loans made by it or its participations in Swingline Loans or any Letter issuance, participation or maintenance of Letters of Credit is reduced to a level below that which such Lender Lender, the Issuing Bank or such corporation the LC Facility Issuing Bank (or its holding company) could have achieved but for the occurrence of any such adoptioncircumstance, change or compliance (taking into consideration then, in any such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then case upon notice from time to timetime by such Lender, the Issuing Bank or the LC Facility Issuing Bank to Borrower, Borrower shall promptly immediately pay directly to such Lender Lender, the Issuing Bank or the LC Facility Issuing Bank, as the case may be, additional amounts sufficient to compensate such Lender, the Issuing Bank or the LC Facility Issuing Bank (or its holding company) for such reduction in rate of return. A statement of such Lender, the Issuing Bank or the LC Facility Issuing Bank as to any such additional amount or amounts as (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on Borrower. In determining such amount, such Lender, the Issuing Bank or the LC Facility Issuing Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. (c) In the event that the Issuing Bank, any Lender or the LC Facility Issuing Bank determines that any event or circumstance that will compensate lead to a claim under this Section 2.15 has occurred or will occur, the Issuing Bank, such Lender for such reductionor the LC Facility Issuing Bank will use its best efforts to so notify Borrower; provided, provided that the Borrower shall not be required to pay to compensate any Lender or LC Facility Issuing Bank pursuant to this Section 2.15 for any amounts under this paragraph for any period incurred more than 120 days prior to the date on which such Lender gives or LC Facility Issuing Bank notifies Borrower of such claim; provided that any failure to provide such notice to shall in no way impair the Borrower that such amounts are payable unless rights of the Issuing Bank, such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise LC Facility Issuing Bank to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to demand and receive compensation under this subsectionSection 2.15, 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. A certificate as but without prejudice to any additional amounts payable pursuant claims of Borrower for compensation for actual damages sustained as a result of any failure to observe this subsection submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderundertaking.

Requirements of Law. (a) If In the adoption of or event that any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):Regulatory Change shall: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments any amounts payable to such any Lender under this Agreement or the Notes in respect thereof of any Loans, including without limitation LIBOR Loans (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax other than taxes imposed on the overall net income of such Lender); (ii) shall impose, impose or modify or hold applicable any reserve, special deposit, compulsory loan assessment, special deposit or similar requirement against relating to any extensions of credit or other assets held byof, or any deposits with or other 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 which is not otherwise included (including any of such Loans or any deposits referred to in the determination definition of the Eurocurrency "LIBOR Base Rate" in Article XI); or (iii) shall impose on such Lender any other conditionconditions affecting this Agreement in respect of Loans, including without limitation LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any of the foregoing is shall be to increase the cost to such Lender, by an amount which such Lender deems to be material, 's costs of making, converting into, continuing making or maintaining Eurodollar any Loans, Multicurrency Loansincluding without limitation LIBOR Loans or any Commitment, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable by such Lender hereunder in respect thereof, thenof any of its LIBOR Loans or any Commitment, in any each case only to the extent that such caseadditional amounts are not included in the LIBOR Base Rate or Prime Rate applicable to such Loans, then the Borrower shall promptly pay on demand to such Lender, through the Agent, and from time to time as specified by such Lender, such additional amounts as such Lender such additional amount or amounts as will shall reasonably determine are sufficient to compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If at any time after the date of this Agreement any Lender shall have determined that after the date hereof 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 any Requirement of Law regarding capital adequacy or in the interpretation or application administration thereof by any Governmental Authority, central bank or compliance by such Lender comparable agency charged with the interpretation or any corporation controlling such Lender with any request or directive regarding capital adequacy administration thereof (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall ), has or will have the effect of reducing the rate of return on such Lender's capital or on the capital of such corporationLender's capital holding company, if any, as a consequence of the existence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation its holding company 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 timetime following written notice by such Lender to the Borrower as provided in paragraph (c) of this Section, within fifteen (I 5) days after demand by such Lender, the Borrower shall promptly pay to such Lender Lender, through the 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, provided that to the Borrower shall not be required to pay to extent that any Lender any amounts or all of the Borrower's liability under this paragraph for any period prior to Section arises following the date on which 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 gives notice to the Borrower that such amounts are payable (unless such Lender gives such notice is given within 180 sixty (60) days after it became aware or should have become aware the Effective Date, in which case such compensation shall be payable in respect of all periods before and after the event giving rise to such payment obligationEffective Date). (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, 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. A certificate as to setting forth in reasonable detail the computation of any additional amounts payable pursuant to this subsection Section submitted by such Lender to the Borrower (with a copy shall be delivered to the Administrative Agent) Borrower and the other Lenders promptly after the initial incurrence of such additional amounts and shall be conclusive in the absence of manifest error. 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 agreements 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. (d) Upon notice to the Borrower from any Lender as contemplated in this subsection subparagraph (c) above, Borrower may seek to locate a replacement Lender therefor and arrange for an assigmnent of the original Lender's interest in the Loans and the Loan Documents as provided under Article XIII, provided that (i) any such replacement Lender shall survive be reasonably acceptable to the termination Agent and (ii) any such replacement of the original Lender shall not relieve the Borrower of any accrued obligations to the original Lender under subparagraph (b) above or otherwise under this Agreement and the payment of the Loans and all other amounts payable hereunderLoan Documents.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or any change in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Loan Agreement, any the Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency other Loan Document or LIBO Rate CAF Advance made by it, the Loan or change the basis of taxation of payments to such Lender in respect thereof (except for excluding Non-Excluded Taxes covered by subsection 3.10 Section 2.09 hereof and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan advance or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans advances 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 Eurocurrency Rate; orLIBOR hereunder; (iii) shall impose on such Lender any other conditioncondition affecting this Loan Agreement or any other Loan Document; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender reasonably deems to be materialmaterial until the Requirement of Law giving rise to such request ceases to be in effect and applicable to Lender, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit the Loan or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Borrower shall, upon receipt of prior written notice of such fact and a reasonably detailed description of the Borrower shall promptly circumstances, within five (5) Business Days pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined in good faith that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under any Letter of Credit by an amount deemed by Lender to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance be material (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material), then from time to time, the Borrower shall promptly within five (5) Business Days, upon written notice from Lender, pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 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 to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, Agreement or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 indemnified under Section 2.11 and the imposition of, or changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans any Excluded Taxes) 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 Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; condition and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable by such Lender hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such any additional amount or amounts as will necessary to compensate such Lender on an after-Tax basis for such increased cost or reduced amount receivable; provided, provided that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior notwithstanding anything herein to the date contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives 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 which such Lender gives notice Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise Basel III, shall in each case be deemed to such payment obligation. (b) If any Lender shall have determined that after the date hereof the be an adoption of or any change in any a Requirement of Law regarding capital adequacy or in the interpretation or application thereof or in compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force therewith and shall be subject to this Section 2.10 regardless 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 enacted, adopted or such corporation's capital as a consequence of its obligations hereunder or under 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) issued. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 2.10, 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. A certificate as to any additional amounts payable pursuant to this subsection Section 2.10 submitted by such any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies Borrower of the change in any Requirement of Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). The agreements in obligations of Borrower pursuant to this subsection Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If any Lender shall have determined that the adoption of or any change in any Requirement of Law or (in the interpretation or application thereof or compliance by any Lender 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 (or, in the each case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof the adoption hereof) of or any change in any Requirement of Law Governmental Authority 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount deemed determined by such Lender to be material, then from time to time, the Borrower shall promptly promptly, and in any event within ten Business Days of receipt of notice thereof from the Administrative Agent or such Lender, pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (cb) If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledentitled by providing a certificate setting forth in reasonable detail the basis for the claim for additional amounts, the amounts required to be paid by the Borrower to such Lender, and the computations made by such Lender to determine the amounts; provided that such Lender shall not be required to disclose any confidential information. A Such certificate as to any additional amounts payable pursuant to this subsection Section submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the change in the Requirement of Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in the Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof, to a maximum additional period of one year.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its reasonable discretion to such payment obligationbe material. (b) If (i) any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender in its sole discretion to be materialmaterial and (ii) such Lender shall provide the Borrower, then from time within thirty (30) days following its determination that such a reduction in its rate of return has occurred, with a certificate demanding such additional amount (the "Shortfall Amount") as shall be certified by such Lender as being required to timecompensate it for such reduction, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with Shortfall Amount. Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 3.11 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If at any time any Lender determines that the adoption of introduction after the Closing Date of, or any change after the Closing Date in any Requirement of Law or in the interpretation of, any law, treaty or application thereof governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements included in determining the Adjusted LIBO Rate) or the compliance by any such Lender with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law), shall have the effect of increasing the cost to such Lender for agreeing to make or making, funding or maintaining any Eurodollar Loans, then Borrower shall from time to time, within five Business Days of demand therefor by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate setting forth in reasonable detail the basis for calculating the amount of such increased cost, submitted to Borrowers and the Administrative Agent by such Lender, shall be prima facie presumed correct. Such Lender shall promptly notify the Administrative Agent and Borrowers in writing, accompanied by a certificate as described above, of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount. Such additional amounts shall be payable directly to such Lender within five Business Days of Borrowers’ receipt of such notice, and such notice shall be prima facie presumed correct. (b) If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) from of any court, central bank bank, regulator or other Governmental Authority made subsequent in each case after the Closing Date affects or would affect the amount of capital required or expected to the date hereof (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance be maintained by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to and such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, reasonably determines that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 its capital as a consequence of its obligations hereunder or under any Letter of Credit the Loans made by it is reduced to a level below that which such Lender or such corporation could have achieved but for the occurrence of any such adoptioncircumstance, change or compliance (taking into consideration then, in any such Lender's or such corporation's policies with respect case upon delivery to capital adequacy) by an amount deemed Borrower of a certificate by such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) (which shall be material, then prima facie presumed correct) from time to time, the Borrower Borrowers shall promptly pay within 10 Business Days directly to such Lender such additional amount or amounts as will sufficient to compensate such Lender for such reductionreduction in rate of return. In determining such amount, such Lender may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable. (c) In the event that any Lender determines that any event or circumstance that will lead to a claim under this Section 2.15 has occurred or will occur, such Lender will use its best efforts to so notify Borrowers; providedprovided that, that subject to the next succeeding sentence, any failure to provide such notice shall in no way impair the rights of such Lender to demand and receive compensation under this Section 2.15, but without prejudice to any claims of Borrower for compensation for actual damages sustained as a result of any failure to observe this undertaking. Notwithstanding the foregoing, Borrowers shall not be required to pay compensate a Lender pursuant to any Lender any amounts under this paragraph Section 2.15 for any period increased costs incurred or reductions suffered more than nine months prior to the date on which that such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware notifies Borrowers of the event or circumstances giving rise to a right of claim pursuant to this Section 2.15 and of such Lender’s intention to claim compensation therefor (except that, if the event or circumstances giving rise to such payment obligation. (c) If any Lender becomes entitled right of claim is retroactive, then the nine month period referred to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender to the Borrower (with a copy to the Administrative Agent) above shall be conclusive in extended to include the absence period of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderretroactive effect thereof).

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. If any federal, state or municipal government or any department or division thereof has condemned or hereafter shall condemn the Premises or Shopping Center or any part thereof as unsafe or as not in conformity with all Legal Requirements, or if any federal, state or municipal government or any department or division thereof has ordered or hereafter shall order any alterations or repairs thereof, Landlord shall immediately at its sole cost and expense make such alterations and repairs as may be necessary to comply with Legal Requirements (athe validity of which Landlord shall be entitled to contest) ("Required Work"), the following shall apply: A. Landlord and Tenant shall each have the right to contest the validity of any Required Work. Tenant's right to do so shall be governed by the provisions of Subsection 6.2F to the extent applicable. B. Tenant shall perform any Required Work that must be made to the Premises at Tenant's sole cost and expense that is required because of Tenant's particular and specific use of the Premises, and which is not being generally required to be made to other similar buildings in the same jurisdiction governed by the governmental authority in question. C. If Tenant is not required to perform the Required Work pursuant to Subsection 7.3B above, then Landlord shall perform the Required Work. If the Required Work relates to a Legal Requirement that was in effect as of the Effective Date of the Lease, Landlord shall perform the Required Work at its sole cost, without a right of reimbursement from Tenant. To the extent any Required Work to be performed by Landlord interferes with Tenant's use of the Premises, Tenant shall be entitled to an abatement of Base Monthly Rent to the extent the performance of the Required Work interferes with Tenant's use of the Premises. D. If Landlord is required to perform the Required Work and such Required Work does not relate to a Legal Requirement in effect as of the Effective Date of the Lease, then Tenant shall contribute to the cost of the Required Work in the form of additional rent payable during the remainder of the Lease Term. The amount of additional rent Tenant is to pay with respect to each Required Work shall be determined as follows: (1) All costs paid by Landlord to perform the Required Work shall be amortized over the useful life of the improvement, with interest on the unamortized balance at the then prevailing market rate Landlord would pay if it borrowed funds to construct such improvements from an institutional lender. Landlord shall inform Tenant of the monthly amortization payment that would be required to so amortize such costs (with interest) over such useful life of the improvement, and shall also provide Tenant with the information upon which such determination is based. (2) If the adoption of Required Work is not performed on the Building or any change in any Requirement other element of Law or the Premises, but is performed in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank Common Area or other Governmental Authority made subsequent part of the Shopping Center, as additional rent Tenant shall pay an amount equal to Tenant's Proportionate Share of such monthly amortization payment. If the Required Work relates to the date hereof (orBuilding or other element of the Premises, Tenant shall pay as additional rent an amount equal to such monthly amortization payment. Tenant's obligation to pay such additional rent shall continue for each month after the Required Work in question is completed until the case first to occur of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax the expiration of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by itthe Lease Term, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) the end of the term over which such costs were amortized. Such amount shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for be due at the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office same time Base Monthly Rent is due. If by reason of such Lender which Legal Requirements or the work done by Landlord in connection therewith, Tenant is not otherwise included in the determination deprived of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any use of the foregoing is Premises, then the Base Monthly Rent and other charges payable by Tenant to increase Landlord hereunder shall be abated in proportion to the cost time during which, and to that portion of the Premises of which, Tenant shall be deprived as a result thereof. All such Lenderalterations and repairs shall be done in accordance with plans and specifications approved by Tenant, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower approval shall not be required to pay to any Lender any amounts under this paragraph for any period prior to unreasonably withheld. Notwithstanding the date on which above, if such Lender gives notice to condemnation or Legal Requirement is the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware direct result or should have become aware is caused by Tenant's particular and specific use of the event giving rise Premises (the validity and applicability of which Tenant shall be entitled to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 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 be materialcontest), then from time to timeTenant shall immediately at Tenant's own cost and expense comply therewith, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware and no abatement of the event giving rise to such payment obligation. (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 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 to the Borrower (with a copy to the Administrative Agent) rent shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundergranted.

Requirements of Law. (a) If the adoption of or any change Change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):shall: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which that is not otherwise included in the determination of the Eurocurrency Adjusted Term SOFR Rate; or (iiiii) shall impose on such Lender or any interbank market any other condition; and the result of any of the foregoing is to increase the cost to the Administrative Agent or such LenderLender (or its affiliate, as the case may be), by an amount which that the Administrative Agent or such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit Term Benchmark Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Company and any relevant Subsidiary Borrower shall promptly pay the Administrative Agent or such Lender, within 15 Business Days of receipt of notice from the Administrative Agent or the relevant Lender such as described below, any additional amount amounts necessary to compensate the Administrative Agent or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, receivable (it being understood that the Borrower shall provisions set forth in this Section 2.20(a) are not be required intended to pay to any Lender any amounts under this paragraph for any period prior to derogate from the date on which such Lender gives notice to Company’s rights provided in Section 2.23 and Section 2.24). If the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware Administrative Agent or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Company or the relevant Subsidiary Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. entitled (including a reasonably detailed calculation of such amounts). (b) If any Lender shall have determined that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or an entity controlling such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such entity could have achieved but for such Change in Law (taking into consideration such Lender’s or such entity’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 15 Business Days after submission by such Lender to the Company and any relevant Subsidiary Borrower (with a copy to the Administrative Agent) of a written request therefor (together with a reasonably detailed description and calculation of such amounts), the Company and any relevant Subsidiary Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such entity for such reduction (it being understood that the provisions set forth in this Section 2.20(b) are not intended to derogate from the Company’s rights provided in Sections 2.23 and 2.24). (c) A certificate as to any additional amounts payable pursuant to this subsection Section 2.20 submitted by such the Administrative Agent or any Lender to the Company and any relevant Subsidiary Borrower (with a copy to the Administrative Agent) shall be conclusive prima facie evidence of the amount owing in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection Agreement, (i) neither the Administrative Agent nor any Lender shall be entitled to request any payment or amount under this Section 2.20 unless the Administrative Agent or such Lender is generally demanding payment (and certifies to the Company that it is generally demanding payment) under comparable provisions of its agreements with similarly situated borrowers of similar credit quality (provided, that the Administrative Agent shall not be under any obligation to verify any such request of a Lender) and (ii) the Company and any relevant Subsidiary Borrower shall not be required to compensate the Administrative Agent or a Lender pursuant to this Section 2.20 for any amounts incurred more than 90 days prior to the date that the Administrative Agent or such Lender notifies the Company or relevant Subsidiary Borrower of the Administrative Agent’s or such Xxxxxx’s intention to claim compensation therefor; provided, 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, but not more than 180 days prior to the date that such notice was received by the Company and the relevant Subsidiary Borrower, if any. The obligations of the Company and the Subsidiary Borrowers pursuant to this Section 2.20 shall survive the termination of this Agreement and the payment of the Loans and all other amounts interest thereon and fees payable hereunder.

Requirements of Law. (a) a. If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) i. shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) . shall impose, modify modify, or hold applicable applicable, any reserve, special deposit, compulsory loan loan, or similar requirement against assets held by, deposits or other liabilities in in, or for the account of, advances, loans loans, or other extensions extension of credit (including participations therein) by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) . shall impose on such Lender any other condition; ; iv. and the result of any of the foregoing is to materially increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereofhereunder, or under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost additional costs or reduced amount receivable; providedreceivable which Lender reasonably deems to be material as determined by Lender, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 Administrative Agent) of the event by reason of which it has become so entitledits LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this subsection Section 2.14 submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive presumptive evidence of such amounts owing. Lender agrees to use reasonable efforts to avoid, or to minimize, any amounts which might otherwise be payable pursuant to this Section 2.14; provided however, that such efforts shall not cause the imposition on Lender of any additional costs or legal regulatory burdens deemed by Lender in the absence of manifest error. good faith to be material. b. The agreements in this subsection Section 2.14 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderObligations.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):Closing Date: (i) shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement, Agreement or any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-any Indemnified Taxes indemnifiable under Section 2.21 or any Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderTaxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 any Lender which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Parent Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent to the Parent Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this subsection (a); provided, however, that the Borrower such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be required to pay to any Lender any amounts under this paragraph for any period prior material. Notwithstanding anything herein to the date contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on which such Lender gives notice Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware Basel III, shall be deemed to be a change in “Requirement of Law,” regardless of the event giving rise to such payment obligationdate enacted, adopted or issued. (b) If any Lender shall have reasonably determined that after the date hereof 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 central bank or Governmental Authority made subsequent to the date hereof Closing Date does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy or liquidity) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Parent Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; providedreduction (but, that in the Borrower shall not be required to pay to any Lender case of outstanding Alternate Base Rate Loans, without duplication of any amounts under this paragraph for any period prior to the date on which such already recovered by a Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 Administrative Agent) of the event by reason of which it has become so entitledan adjustment in the Alternate Base Rate,). A Such a certificate as to any additional amounts payable pursuant to under this subsection Section submitted by such a Lender to (which certificate shall include a description of the Borrower (with a copy to basis for the computation), through the Administrative Agent) , to the Borrowers shall be conclusive in the absence of absent manifest error. . (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.19 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Parent Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.19 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender, as the case may be, notifies the Parent Borrower of the Requirement of Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Requirement of Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). (d) The agreements in this subsection Section 2.19 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit; provided, however, that the liability of -------- ------- the Borrower shall not be required limited to pay costs incurred within 180 days of such demand. A certificate as to any Lender any additional amounts under payable pursuant to this paragraph for any period prior to Section submitted by such Lender, through the date on which such Lender gives notice Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such amounts are payable unless efforts -------- ------- shall not cause the imposition on such Lender gives of any additional costs or legal or regulatory burdens deemed by such notice within 180 days after it became aware or should have become aware of the event giving rise Lender to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderLender or franchise taxes imposed on it in lieu of net income taxes and changes in the rate of such taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other conditioncondition not otherwise expressly excluded above; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note or Loan, then, in any such case, the Borrower shall promptly pay such Lender such Lender, within fifteen (15) days after its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or other disadvantages deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.12 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderLender and changes in the rate of such tax); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, LIBOR Rate Loan or Letter of Credit, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or other disadvantages deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.15 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Applicationparticipation therein or any application relating thereto, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or the participations therein or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through Administrative Agent, to Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, the within fifteen (15) days after demand by such Lender, Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender to (which certificate shall include a description of the Borrower (with a copy to basis for the computation), through Administrative Agent) , to Borrower shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change Change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):Law: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderLender and changes in the rate of such tax); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans, Multicurrency Loans, LIBO Base Rate CAF Advances Loans as to which the interest rate is determined with reference to LIBOR or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, LIBOR Rate Loan or Letter of Credit, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans, as to which the interest rate is determined with reference to LIBOR or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or other disadvantages deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof the adoption of or any change 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 requirements (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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy or liquidity requirements) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit; provided, that however, such Lender shall promptly (and in any event with ninety (90) days from the date the Lender knew or should have known of the facts pertaining thereto) notify the Borrower of the aforesaid facts and the Borrower shall not be required responsible costs or losses sustained by virtue of the Lender’s failure to pay give the Borrower the aforesaid notice. A certificate as to any Lender any additional amounts under payable pursuant to this paragraph for any period prior to Section submitted by such Lender, through the date on which such Lender gives notice Administrative Agent, to the Borrower shall constitute prima facie evidence as to the accuracy of the facts contained therein. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such amounts are payable unless efforts shall not cause the imposition on such Lender gives of any additional costs or legal or regulatory burdens deemed by such notice within 180 days after it became aware or should have become aware of the event giving rise Lender to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that however, such Lender shall promptly (and in any event with ninety (90) days from the date the Lender knew or should have known of the facts pertaining thereto) notify the Borrower of the aforesaid facts and the Borrower shall not be required responsible for costs or losses sustained by virtue of the Lender’s failure to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to give the Borrower that such amounts are payable unless such Lender gives such the aforesaid notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with prescribed time period. Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy shall constitute prima facie evidence as to the Administrative Agentaccuracy of the facts contained therein. (c) shall be conclusive in the absence of manifest error. The agreements in this subsection Section 2.15 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Applicable Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderLender or taxes otherwise excluded in Section 2.14(a)); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivable; providedreceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section 2.12 submitted by such Lender, that through the Administrative Agent, to the Borrower shall not be required conclusive in the absence of manifest error. Each Lender agrees to pay use reasonable efforts (including reasonable efforts to any Lender change its Applicable Lending Office) to avoid or to minimize any amounts under which might otherwise be payable pursuant to this paragraph for any period prior to of this Section 2.12; provided that such efforts shall not cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof the adoption of or any change in any Requirement of Applicable 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section 2.12 submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.12 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Revolving Note, then, in any such case, the Borrower Borrowers shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section (which certificate must be delivered to the Administrative Agent within 10 Business Days of the change in law) submitted by such Lender, through the Administrative Agent, to the Borrowers shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 person 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 corporationperson's capital as a consequence of its obligations hereunder or under 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 corporationperson's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender to (which certificate shall include a description of the Borrower (with a copy to basis for the computation), through the Administrative Agent) , to the Borrowers shall be conclusive in the absence of absent manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderLender and changes in the rate of such tax); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, LIBOR Rate Loan or Letter of Credit, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or other disadvantages deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.15 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any ApplicationParticipation Interest therein or any application relating thereto, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit (or the Participations Interests therein) or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any ApplicationParticipation Interest therein or any application relating thereto, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit (or the Participations Interests therein) or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder. Any claim by a Lender for indemnification under this Section 2.16 shall be made no later than 90 days after such Lender becomes aware of any amount payable to such Lender under this Section.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or the Participation Interests therein or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower Credit Parties shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower Credit Parties shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any additional amount incurred more than ninety (90) days after the Lender obtains knowledge of the change in law giving rise to such additional amount and of such Lender's intention to claim compensation therefor (except that, if the change in law giving rise to such additional amount is retroactive, then the ninety (90) day period referred to above shall be extended to include the period of retroactive effect thereof). (d) The agreements in this subsection Section 2.15 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunderCredit Party Obligations.

Requirements of Law. (a) If the adoption of or any change Change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): Law: (i) shall subject any Lender (including any Issuing Lender) to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, Application or any Eurodollar Loan, Multicurrency Term SOFR Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 Section 2.17, Other Taxes, and changes in the rate of tax on the overall net income of such Lendertaxes for which a Lender would have been entitled to an additional payment pursuant to Section 2.17(a) but for an exclusion set forth therein); ; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which that is not otherwise included in the determination of the Eurocurrency RateTerm SOFR hereunder; or or (iii) shall impose on such Lender or Issuing Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Lender, by an amount which that such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances Term SOFR Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such or Issuing Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided, that the . The Borrower shall not be required to pay to compensate any Lender any amounts under this paragraph for any period prior claim of increased costs to the date on which such Lender gives notice of agreeing to make or making, funding or maintaining any Loans from the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware adoption of the event giving rise an alternate rate of interest pursuant to such payment obligation. (b) Section 2.14. If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Issuing Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, 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 or Issuing 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 Xxxxxx’s or Issuing Lender’s or such corporation’s capital as a consequence of its obligations - 57- (c) A certificate as to any additional amounts payable pursuant to this subsection Section submitted by such any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in obligations of the Borrower pursuant to this subsection Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and condition;and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower\ shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.14 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded both Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income or profits of such Lender, or franchise taxes in lieu thereof); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans; provided, that however, the Borrower shall not be required obligated to pay to any compensate such Lender any amounts under this paragraph for such additional cost or reduced amount receivable for any period more than 180 days prior to the date on which the Borrower receives a certificate submitted by such Lender gives notice Lender, through the Administrative Agent, to the Borrower setting forth the amounts claimed pursuant to this Section by such Lender. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such amounts are payable unless efforts shall not cause the imposition on such Lender gives of any additional costs or legal or regulatory burdens deemed by such notice within 180 days after it became aware or should have become aware of the event giving rise Lender in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that however, the Borrower shall not be required obligated to pay to any compensate such Lender any amounts under this paragraph for such additional amount for any period more than 180 days prior to the date on which the Borrower receives a certificate submitted by such Lender gives notice Lender, through the Administrative Agent, to the Borrower that such setting forth the amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts claimed pursuant to this subsection, it shall promptly notify the Borrower (with Section by such Lender. Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.11 shall survive the termination of this Credit Agreement and the payment of the Term Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change Change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):Law: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderLender and changes in the rate of such tax); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans, Multicurrency Loans, LIBO Base Rate CAF Advances Loans as to which the interest rate is determined with reference to LIBOR or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, LIBOR Rate Loan or Letter of Credit, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans, as to which the interest rate is determined with reference to LIBOR or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or other disadvantages deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof the adoption of or any change 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and (A) changes in the rate of tax on the overall net income of such LenderLender or (B) any changes in or additions to the rate or basis of taxation imposed on such Lender by either its jurisdiction or formation or the jurisdiction in which its lending office is located); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.17 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify modify, or hold applicable applicable, any reserve, special deposit, compulsory loan loan, or similar requirement against assets held by, deposits or other liabilities in in, or for the account of, advances, loans loans, or other extensions extension of credit (including participations therein) by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to materially increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereofhereunder, or under the Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost additional costs or reduced amount receivable; providedreceivable which Lender reasonably deems to be material as determined by Lender, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 Administrative Agent) of the event by reason of which it has become so entitledits LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this subsection Section 2.13 submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive presumptive evidence of such amounts owing. Lender agrees to use reasonable efforts to avoid, or to minimize, any amounts which might otherwise be payable pursuant to this Section 2.13; provided however, that such efforts shall not cause the imposition on Lender of any additional costs or legal regulatory burdens deemed by Lender in the absence of manifest error. good faith to be material. (b) The agreements in this subsection Section 2.13 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderObligations.

Requirements of Law. (a) If at any time any Lender reasonably determines that the adoption of introduction of, or any change in any Requirement of Law or in the interpretation of, any law, treaty or application thereof governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements included in determining the Adjusted LIBO Rate) or the compliance by any such Lender with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law), shall have the effect of increasing the cost to such Lender for agreeing to make or making, funding or maintaining any Eurodollar Loans, then the Borrower shall from time to time, within 20 days of written demand therefor by such Lender (with a copy of such written demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount. Such additional amounts shall be payable directly to such Lender within 20 days of the Borrower’s receipt of such written notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. (b) If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) from of any court, central bank bank, regulator or other Governmental Authority made subsequent after the Effective Date affects or would affect the amount of capital required or expected to the date hereof (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance be maintained by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan (or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to a holding company controlling such Lender) and such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, reasonably determines that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 its capital (or such corporation's the capital of its holding company, as the case may be) as a consequence of its obligations hereunder or under any Letter of Credit the Loans made by it is reduced to a level below that which such Lender (or such corporation its holding company) could have achieved but for the occurrence of any such adoptioncircumstance, change or compliance (taking into consideration then, in any such Lender's or such corporation's policies with respect case upon written notice from time to capital adequacy) by an amount deemed time by such Lender to be material, then from time to timethe Borrower, the Borrower shall promptly shall, within 20 days of the Borrower’s receipt of such notice, pay directly to such Lender additional amounts sufficient to compensate such Lender (or its holding company) for such reduction in rate of return. A statement of such Lender as to any such additional amount or amounts as will compensate such Lender for such reduction; provided(including calculations thereof in reasonable detail) shall, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 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 to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error, be conclusive and binding. The agreements in this subsection In determining such amount, such Lender may use any reasonable method of averaging and attribution that it shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderdeem applicable.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and (A) changes in the rate of tax on the overall net income of such LenderLender or (B) any changes in or additions to the rate or basis of taxation imposed on such Lender by either its jurisdiction or formation or the jurisdiction in which its lending office is located); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 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 to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.by

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Applicationparticipation therein or any application relating thereto, any Eurodollar Loan, Multicurrency Fixed LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateFixed LIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Fixed LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or the participations therein or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its Fixed LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or Fixed LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any DIP Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) does or shall subject any DIP Lender to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, the DIP Loans or any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency other DIP Loan or LIBO Rate CAF Advance made by itDocument, or change the basis of taxation of payments to such DIP Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender);thereof; or (ii) shall impose, modify does or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such DIP Lender any other condition, cost or expense; and the result of any of the foregoing is to increase the cost to such DIP Lender, by an amount which such DIP Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit DIP Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly promptly, and in any event within five (5) Business Days, after receiving notice as specified in clause (d) of this Section, pay such DIP Lender such additional amount or amounts as will compensate indemnify such DIP Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to receivable and any Lender any Taxes imposed on amounts payable under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationSection 3.6. (b) Any DIP Lender claiming any additional amounts payable pursuant to this Section 3.6 or Section 3.7 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as, in its sole determination, such efforts would not be legally inadvisable or otherwise disadvantageous to it) to file any certificate or document reasonably requested in writing by the Borrower if the making of such a filing would avoid the need for or reduce the amount of any such additional amounts. For any period with respect to which a DIP Lender has failed to provide the Borrower, or the DIP Lender in the case of a Participant, with the appropriate form, certificate or other document described in Section 3.7(e), if required (other than (i) if such failure is due to a change in any Requirement of Law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided by such DIP Lender and (ii) if it is legally inadvisable or otherwise commercially disadvantageous for such DIP Lender to deliver such form, certificate or other document), such DIP Lender shall not be entitled to amounts payable pursuant to Section 3.6(a)(i) for Taxes imposed by the United States by reason of such failure; provided, however, that should a DIP Lender not be entitled to amounts payable pursuant to Section 3.6(a)(i) because of its failure to deliver a form, certificate or other document required hereunder, the Obligors shall take such steps as such DIP Lender shall reasonably request, to assist such DIP Lender in recovering such amounts. It shall not be considered legally inadvisable or otherwise commercially disadvantageous for a DIP Lender or Administrative Agent to provide any information on a form, certificate or other document to the extent that such information is required to be included on any U.S. Internal Revenue Service Form W-8 or W-9 (or a W-8IMY “withholding statement” as described in the instructions to U.S. Internal Revenue Service Form W-8IMY) referenced in Section 3.7(e) as of the date hereof. (c) If any DIP Lender shall have determined that after the date hereof 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 DIP Lender or any corporation controlling such DIP 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 DIP Lender's ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such DIP Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such DIP Lender's ’s or such corporation's ’s policies with respect to capital adequacy) by an amount deemed by such DIP Lender to be material, then from time to time, the Borrower shall promptly pay to such DIP Lender such additional amount or amounts as will compensate indemnify such DIP Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (cd) If any DIP Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, 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. A certificate as to any additional amounts payable pursuant to this subsection Section submitted by such DIP Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section shall survive the termination of this Agreement and the payment of the DIP Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. The agreements in . (c) Notwithstanding anything to the contrary contained herein, the Borrower shall not have any obligation to pay to any Lender amounts owing under this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.Section

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be required to pay to any Lender material. Each Lender, upon determining that any amounts under will be payable pursuant to this paragraph for any period prior Section, will give prompt written notice thereof to the date on Borrower, which notice shall show in reasonable detail the basis for calculation of such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationadditional amounts. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower shall be conclusive absent manifest error. Each Lender, upon determining that any amounts will be payable pursuant to this subsection submitted by such Lender Section, will give prompt written notice thereof to the Borrower Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts. (with a copy to the Administrative Agentc) shall be conclusive in the absence of manifest error. The agreements in this subsection Section 2.17 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) a. If after the date hereof the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) i. shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and taxes on or changes in the rate of tax on the overall net income of such LenderLender and franchise taxes); (ii) . shall impose, modify modify, or hold applicable applicable, any reserve, special deposit, compulsory loan loan, or similar requirement against assets held by, deposits or other liabilities in in, or for the account of, advances, loans loans, or other extensions extension of credit (including participations therein) by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) . shall impose on such Lender any other condition; and the result of any of the foregoing is to materially increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereofhereunder, or under the Revolving Credit Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost additional costs or reduced amount receivable; providedreceivable which Lender reasonably deems to be material as determined by Lender, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 Administrative Agent) of the event by reason of which it has become so entitledits LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this subsection Section 2.14 submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive presumptive evidence of such amounts owing. Lender agrees to use reasonable efforts to avoid, or to minimize, any amounts which might otherwise be payable pursuant to this Section 2.14; provided however, that such efforts shall not cause the imposition on Lender of any additional costs or legal regulatory burdens deemed by Lender in the absence of manifest error. good faith to be material. b. The agreements in this subsection Section 2.14 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderObligations.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens reasonably deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.13 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderNotes for a period of thirty (30) days after the Maturity Date.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section shall be submitted by such Lender, through the Administrative Agent, to the Borrower. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section shall be submitted by such a Lender to (which certificate shall include a description of the Borrower (with a copy to basis for the computation), through the Administrative Agent, to the Borrower. (c) shall be conclusive in the absence of manifest error. The agreements in this subsection Section 2.16 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change Change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):shall: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold deem applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, deposits or other liabilities in with or for the account of, advances, loans or other extensions of credit by, extended or any other acquisition of funds participated in by, any office of such Lender which is not otherwise included (except any reserve requirement reflected in the determination applicable rate) or the Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in subparts (b) through (d) of the Eurocurrency Ratedefinition of Excluded Taxes and (C) Connection Income Taxes) on any Loan, Letter of Credit, or commitment or other obligation hereunder, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on such any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower Borrowers shall pay to such Lender, promptly pay such Lender such after receipt of a written request therefor, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to . If any Lender becomes entitled to claim any additional amounts under pursuant to this paragraph for any period prior subsection (a), such Lender shall promptly notify the Administrative Borrower (with a copy to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware Administrative Agent) of the event giving rise to such payment obligationwith reasonable detail by reason of which it has become so entitled. (b) If any Lender shall have determined that that, after the date hereof the adoption of or Closing Date, any change Change in any Requirement of Law 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 made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its obligations hereunder hereunder, or under or in respect of any Letter of Credit Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance Change in Law (taking into consideration the policies of such Lender's Lender or such corporation's policies corporation with respect to capital adequacy) by an amount deemed by such Lender to be materialadequacy and liquidity), then from time to time, upon submission by such Lender to the Administrative 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 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 reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If For purposes of this Section 3.1 and Section 3.5 hereof, the Dxxx-Xxxxx Act, any Lender becomes entitled to claim requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, or the Basel Committee on Banking Regulations and Supervisory Practices (or any additional amounts pursuant to this subsectionsuccessor or similar authority) under Basel III, it shall promptly notify the Borrower (and any rules, regulations, orders, requests, guidelines and directives adopted, promulgated or implemented in connection with a copy to the Administrative Agent) any of the event by reason foregoing, regardless of which it has become so entitled. 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 subsection Section 3.1 submitted by such any Lender to the Administrative Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. In determining any such additional amounts, such Lender may use any method of averaging and attribution that it (in its sole discretion) shall deem applicable. Notwithstanding anything herein to the contrary, the Borrowers shall not be required to compensate any Lender pursuant to this Section 3.1 for any amounts incurred more than two hundred seventy (270) days prior to the date that such Lender notifies the Administrative Borrower in writing of the amounts and of such Lxxxxx’s intention to claim compensation therefor; provided that, if the event giving rise to such additional amounts is retroactive, then the two hundred seventy (270) day period referred to above shall be extended to include the period of retroactive effect thereof. The agreements in obligations of the Borrowers pursuant to this subsection 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. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower -------- ------- such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer's certificate of incorporation and by laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by any Lender Buyer 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any Lender Buyer to any tax Tax or increased Tax of any kind whatsoever with respect to this Agreement, Agreement or any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, Transaction or change the basis of taxation of payments to such Lender Buyer in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender)thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 Buyer which is not otherwise included in the determination of the Eurocurrency Rate; orLIBOR Rate hereunder; (iii) shall impose on such Lender Buyer any other condition; and the result of any of the foregoing is to increase the cost to such LenderBuyer, by an amount which such Lender Buyer deems to be material, of making, converting intoentering, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit any Transaction or to reduce any amount receivable due or owing hereunder in respect thereof, then, in any such case, upon Sellers' receipt from Buyer of a certificate that sets forth in reasonable detail the Borrower shall promptly pay such Lender such good faith calculation of the additional amount or amounts as will compensate such Lender Buyer for such increased cost or reduced amount receivable; providedreceivable and basis therefor (an "Increased Cost Certificate"), that the Borrower Sellers shall not be required (i) promptly to pay Buyer such additional amount or amounts as set forth in the Increased Cost Certificate; or (ii) pay to any Lender any amounts under this paragraph for any period prior Buyer the Repurchase Price applicable to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware all of the event giving rise to such payment obligationTransactions identified in the Increased Cost Certificate (which may include all of the Transactions) within two (2) Business Days after its receipt of the Increased Cost Certificate. (b) If any Lender Buyer shall have determined that after the date hereof the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Buyer's certificate of incorporation and by laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender Buyer or any corporation controlling such Lender Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such LenderBuyer's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such LenderBuyer's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender Buyer to be material, then from time to time, the Borrower upon Sellers' receipt of an Increased Cost Certificate, Sellers shall (i) promptly pay to such Lender Buyer such additional amount or amounts as will compensate such Lender for such reductionset forth in the Increased Cost Certificate; provided, that the Borrower shall not be required to or (ii) pay to any Lender any amounts under this paragraph for any period prior Buyer the Repurchase Price applicable to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware all of the event giving rise to such payment obligationTransactions identified in the Increased Cost Certificate (which may include all of the Transactions) within two (2) Business Days after its receipt of the Increased Cost Certificate. (c) If any Lender Buyer becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower (with a copy to the Administrative Agent) Sellers of the event by reason of which it has become so entitled. A certificate An Increased Cost Certificate as to any additional amounts payable pursuant to this subsection Section submitted by such Lender Buyer to the Borrower (with a copy to the Administrative Agent) Sellers shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If In the adoption of or event that any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):Regulatory Change shall: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments any amounts payable to such any Lender under this Agreement or the Notes in respect thereof of any Loans, including without limitation LIBOR Loans (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax other than taxes imposed on the overall net income of such Lender); (ii) shall impose, impose or modify or hold applicable any reserve, special deposit, compulsory loan assessment, special deposit or similar requirement against relating to any extensions of credit or other assets held byof, or any deposits with or other 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 which is not otherwise included (including any of such Loans or any deposits referred to in the determination definition of the Eurocurrency "LIBOR Base Rate" in Article XI); or (iii) shall impose on such Lender any other conditionconditions affecting this Agreement in respect of Loans, including without limitation LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any of the foregoing is shall be to increase the cost to such Lender, by an amount which such Lender deems to be material, 's costs of making, converting into, continuing making or maintaining Eurodollar any Loans, Multicurrency Loansincluding without limitation LIBOR Loans or any Commitment, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable by such Lender hereunder in respect thereof, thenof any of its LIBOR Loans or any Commitment, in any each case only to the extent that such caseadditional amounts are not included in the LIBOR Base Rate or Prime Rate applicable to such Loans, then the Borrower shall promptly pay on demand to such Lender, through the Agent, and from time to time as specified by such Lender, such additional amounts as such Lender such additional amount or amounts as will shall reasonably determine are sufficient to compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If at any time after the date of this Agreement any Lender shall have determined that after the date hereof 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 any Requirement of Law regarding capital adequacy or in the interpretation or application administration thereof by any Governmental Authority, central bank or compliance by such Lender comparable agency charged with the interpretation or any corporation controlling such Lender with any request or directive regarding capital adequacy administration thereof (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall ), has or will have the effect of reducing the rate of return on such Lender's capital or on the capital of such corporationLender's capital holding company, if any, as a consequence of the existence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation its holding company 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 timetime 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 promptly pay to such Lender Lender, through the 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, provided that to the Borrower shall not be required to pay to extent that any Lender any amounts or all of the Borrower's liability under this paragraph for any period prior to Section arises following the date on which 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 gives notice to the Borrower that such amounts are payable (unless such Lender gives such notice is given within 180 sixty (60) days after it became aware or should have become aware of the event giving rise to Effective Date, in which case such payment obligationcompensation shall be payable in full). (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, 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. A certificate as to setting forth in reasonable detail the computation of any additional amounts payable pursuant to this subsection Section submitted by such Lender to the Borrower (with a copy shall be delivered to the Administrative Agent) Borrower and the other Lenders promptly after the initial incurrence of such additional amounts and shall be conclusive in the absence of manifest error. The agreements covenants contained in this subsection Section shall survive for six months following the termination of this Agreement and the payment of the Loans and all 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 amounts payable hereunderoccasion. 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.

Requirements of Law. (a) If the Lender shall have determined that the adoption of or any change in any Requirement of Law or (in the interpretation or application thereof or compliance by any Lender 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 (or, in the each case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof the adoption hereof) of or any change in any Requirement of Law Governmental Authority regarding capital adequacy or in the interpretation or application thereof or compliance by such the 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 the Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such the Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such the Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed determined by such Lender the Lender, in its reasonable discretion, to be material, then from time to time, the each Borrower shall promptly pay to such the Lender such additional amount or amounts as will compensate such the Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (cb) If any the Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledentitled by providing a certificate setting forth in reasonable detail the basis for the claim for additional amounts and the amounts required to be paid by the Borrower to the Lender; provided that the Lender shall not be required to disclose any confidential information. A Such certificate as to any additional amounts payable pursuant to this subsection Section submitted by such the Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. No Borrower shall be responsible to compensate the Lender for additional amounts attributable to another Borrower's Loans. Any amounts due hereunder which are not attributable to particular Loans shall be subject to pro rata allocation. (c) Failure or delay on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate the Lender pursuant to this Section for any increased costs or reductions of the rate of return incurred more than 180 days prior to the date that the Lender notifies the Borrower of the change in the Requirement of Law giving rise to such increased costs or reductions of the rate of return and of the Lender's intention to claim compensation therefor; provided further that, if the change in the Requirement of Law giving rise to such increased costs or reductions of the rate of return is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderLender or franchise taxes imposed on it in lieu of net income taxes and changes in the rate of such taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other conditioncondition not otherwise expressly excluded above; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note or Loan, then, in any such case, the Borrower Borrowers shall promptly pay such Lender such Lender, within fifteen (15) days after its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrowers shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or other disadvantages deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender to (which certificate shall include a description of the Borrower (with a copy to basis for the computation), through the Administrative Agent) , to the Borrowers shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.13 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded both Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income or profits of such Lender, or franchise taxes in lieu thereof); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans; provided, that however, the Borrower shall not be required obligated to pay to any compensate such Lender any amounts under this paragraph for such additional cost or reduced amount receivable for any period more than 180 days prior to the date on which the Borrower receives a certificate submitted by such Lender gives notice Lender, through the Administrative Agent, to the Borrower setting forth the amounts claimed pursuant to this Section by such Lender. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such amounts are payable unless efforts shall not cause the imposition on such Lender gives of any additional costs or legal or regulatory burdens deemed by such notice within 180 days after it became aware or should have become aware of the event giving rise Lender in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that however, the Borrower shall not be required obligated to pay to any compensate such Lender any amounts under this paragraph for such additional amount for any period more than 180 days prior to the date on which the Borrower receives a certificate submitted by such Lender gives notice Lender, through the Administrative Agent, to the Borrower that such setting forth the amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts claimed pursuant to this subsection, it shall promptly notify the Borrower (with Section by such Lender. Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):Closing Date: (i) shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement, Agreement or any Note, any Letter of Credit, any Application, any Eurodollar Loan (other than a Base Rate Loan, Multicurrency Loan or LIBO Rate CAF Advance ) made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-any Indemnified Taxes indemnifiable under Section 2.21 or any Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such LenderTaxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 any Lender which is not otherwise included in the determination of the Eurocurrency RateBenchmark hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans (other than Base Rate Loans), Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender. A certificate as to any additional amounts payable pursuant to this Section submitted by such Xxxxxx, through the Administrative Agent to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Lending Office) to avoid or to minimize any amounts which might otherwise be payable pursuant to this subsection (a); provided, however, that the Borrower such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be required to pay to any Lender any amounts under this paragraph for any period prior material. Notwithstanding anything herein to the date contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on which such Lender gives notice Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware Basel III, shall be deemed to be a change in “Requirement of Law,” regardless of the event giving rise to such payment obligationdate enacted, adopted or issued. (b) If any Lender shall have reasonably determined that after the date hereof 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 central bank or Governmental Authority made subsequent to the date hereof Closing Date does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy or liquidity) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; providedreduction (but, in the case of outstanding Base Rate Loans, without duplication of any amounts already recovered by a Lender by reason of an adjustment in the Alternate Base Rate). Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent to the Borrower shall be conclusive absent manifest error. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.19 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to pay compensate a Lender pursuant to any Lender any amounts under the foregoing provisions of this paragraph Section 2.19 for any period increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender gives notice to Lender, as the case may be, notifies the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event Requirement of Law giving rise to such payment obligationincreased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Requirement of Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). (cd) 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 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 to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section 2.19 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If after the date of this Agreement the adoption of or any change in any Requirement of Law applicable law or regulation or in the interpretation or application administration thereof or compliance by any Lender with any request or directive not in effect at the date hereof by any central bank or other Governmental Authority charged with the administration or interpretation thereof (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender Loan Participant to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Loan or LIBO Rate CAF Advance made by it, it or change the basis of taxation of payments to such Lender any Loan Participant in respect thereof of the principal of or interest on any LIBOR Loan made by such Loan Participant or any fees or other amounts payable hereunder (except for Non-Excluded Taxes covered other than taxes imposed on or measured by subsection 3.10 and changes in the rate of tax on the overall net income or gross receipts of such LenderLoan Participant by the jurisdiction in which such Loan Participant has its principal office (or lending office) or by any political subdivision or taxing authority therein); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or other similar requirement against assets held byof, deposits or other liabilities in with or for the account of, or advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender Loan Participant (which requirement is not otherwise included in the determination of the Eurocurrency LIBOR Rate); or (iii) shall impose on such Lender Loan Participant any other conditioncondition affecting this Agreement or LIBOR Loans made by such Loan Participant; and the result of any of the foregoing is to increase the cost to such LenderLoan Participant, by an amount which such Lender Loan Participant deems to be material, of making, converting into, continuing or maintaining Eurodollar LIBOR Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereofthereof by an amount deemed by such Loan Participant to be material, then, in any such case, the Borrower PanAmSat shall promptly pay to such Lender such Loan Participant, any additional amount or amounts as will necessary to compensate such Lender Loan Participant for such increased cost incurred or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) reduction suffered. If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender Loan Participant becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower (with a copy to the Administrative PanAmSat, through 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 to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If any Loan Participant shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Loan Participant or any Loan Participant's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Loan Participant's or such holding company's capital as a consequence of its obligations hereunder to a level below that which such Loan Participant or such holding company could have achieved but for such adoption, change or compliance (taking into consideration such Loan Participant's or such holding company's policies with respect to capital adequacy) by an amount deemed by such Loan Participant to be material, then from time to time, after submission by such Loan Participant to PanAmSat (with a copy to Agent) of a written request therefor, PanAmSat shall pay to such Loan Participant such additional amount or amounts as will compensate such Loan Participant or such holding company for any such reduction suffered. (c) A certificate of each Loan Participant setting forth such amount or amounts as shall be necessary to compensate such Loan Participant or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to PanAmSat (with a copy to Agent) and shall be conclusive absent manifest error. PanAmSat shall pay each Loan Participant the amount shown as due on any such certificate delivered by it within ten Business Days after its receipt of the same. (d) In the event any Loan Participant delivers a certificate pursuant to paragraph (c) above, PanAmSat may require, at its expense, such Loan Participant to assign, at par, without recourse (in accordance with Section 20.2), all its interests, rights and obligations hereunder (including, in the case of a Loan Participant, all of its Commitment and the Loans at the time owing to it and the Notes held by it) to a financial institution specified by PanAmSat (a "Substitute Loan Participant"), provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) PanAmSat shall have received the written consent of Agent, which consent shall not unreasonably be withheld, to such assignment and (iii) PanAmSat shall have paid to the assigning Loan Participant all monies accrued and owing hereunder to it, including but not limited to Break Funding Costs, if any (including pursuant to this Section).

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by any a Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over such Lender made subsequent to the date hereof (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, the Loan Documents or any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by itTransaction, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the such Lender’s overall net income of such Lenderincome); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder under the Loan Documents in respect thereof, ; then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which . If such Lender gives notice becomes entitled to the claim any additional amounts pursuant to this Section 3.21(a), it shall promptly notify Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise by reason of which it has become so entitled. As a condition to Borrower’s liability under this paragraph, such Lender shall promptly deliver to Borrower a certificate as to the calculation of any additional amounts payable pursuant to this subsection and including any available supporting documentation, which certificate shall be conclusive and binding upon Borrower in the absence of manifest error. This covenant shall survive the termination of the Agreement and payment obligationof the Note. (b) If any a Lender shall have determined that after the date hereof the adoption of or any change in any Legal 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 which is deemed by such Lender to be material, then from time to time, the after submission by such Lender to Borrower of a written request therefore, Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (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 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 to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.such

Requirements of Law. (a) If the adoption of or any change in any Requirement a Change of Law (other than any Change of Law relating to Taxes indemnified pursuant to Section 2.16, Excluded Taxes or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) Taxes specifically excluded from any central bank or other Governmental Authority made subsequent to the date hereof (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (iindemnification under Section 2.16(e)) shall subject have the effect of increasing the cost to such Lender or the Issuing Bank for agreeing to make or making, funding or maintaining any Lender to any tax of any kind whatsoever with respect to this AgreementEurodollar Loans or participating in, any Note, issuing or maintaining any Letter of Credit, any Applicationthen Borrower shall from time to time, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change pay to the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or Administrative Agent for the 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 or the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is Issuing Bank additional amounts sufficient to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender or the Issuing Bank for such increased cost. A certificate setting forth in reasonable detail the applicable change in law and the calculation of the amount of such increased cost, submitted to Borrower and the Administrative Agent by such Lender or the Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error. Such Lender or the Issuing Bank, as applicable, shall promptly notify the Administrative Agent and Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender or the Issuing Bank, as applicable, for such increased cost or reduced amount receivable; provided, that the Borrower amount. Such additional amounts shall not be required payable directly to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to or the Issuing Bank, as applicable, within ten (10) Business Days of the receipt by Borrower that of such amounts are payable unless such Lender gives notice, and such notice within 180 days after it became aware or should have become aware shall, in the absence of the event giving rise to such payment obligationmanifest error, be conclusive and binding on Borrower. (b) If a Change of Law affects or would affect the amount of capital or liquidity required or expected to be maintained by any Lender shall have determined that after or the date hereof the adoption of Issuing Bank (or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by a holding company controlling such Lender or any corporation controlling the Issuing Bank) and such Lender with any request or directive regarding capital adequacy the Issuing Bank determines (whether or not having the force of lawin its sole and absolute discretion) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing that the rate of return on such Lender's its capital (or such corporation's the capital of its holding company, as the case may be) as a consequence of its obligations hereunder Commitment or under the Loans made by it or its participations in Swingline Loans or any Letter issuance, participation or maintenance of Letters of Credit is reduced to a level below that which such Lender or such corporation the Issuing Bank (or its holding company) could have achieved but for the occurrence of any such adoptioncircumstance, change or compliance (taking into consideration then, in any such Lender's or such corporation's policies with respect case upon notice from time to capital adequacy) by an amount deemed time by such Lender or the Issuing Bank to be materialBorrower, then from time Borrower shall, within ten (10) Business Days after receipt of the statement referred to timebelow, the Borrower shall promptly pay directly to such Lender or the Issuing Bank, as the case may be, additional amounts sufficient to compensate such Lender or the Issuing Bank (or its holding company) for such reduction in rate of return. A statement of such Lender or the Issuing Bank as to any such additional amount or amounts as will compensate (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on Borrower. In determining such amount, such Lender for such reduction; provided, or the Issuing Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. (c) In the event that the Issuing Bank or any Lender determines that any event or circumstance that will lead to a claim under this Section 2.15 has occurred or will occur, the Issuing Bank or such Lender will use its commercially reasonable efforts to so notify Borrower; provided that any failure to provide such notice shall in no way impair the rights of the Issuing Bank or such Lender to demand and receive compensation under this Section 2.15, but without prejudice to any claims of Borrower for compensation for actual damages sustained as a result of any failure to observe this undertaking. (d) Notwithstanding anything to the contrary in this Section 2.15, Borrower shall not be required to pay compensate any entity pursuant to any Lender this Section 2.15 for any amounts under this paragraph for any period incurred more than six months prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless entity notifies Borrower of such Lender gives such notice within 180 days after it became aware or should have become aware of entity’s intention to claim compensation therefor; provided that, if the event circumstances giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionhave a retroactive effect, 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. A certificate as to any additional amounts payable pursuant to this subsection submitted by then such Lender to the Borrower (with a copy to the Administrative Agent) six-month period shall be conclusive in extended to include the absence period of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundersuch retroactive effect.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit (or the Participations Interests therein) or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the applicable Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the applicable Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender to (which certificate shall include a description of the Borrower (with a copy to basis for the computation), through the Administrative Agent) , to the Company shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.17 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts Credit Party Obligations. Any claim by a Lender for indemnification under this Section 2.17 shall be made no later than 90 days after such Lender becomes aware any amount payable hereunderto such Lender under this Section.

Requirements of Law. (a) If the adoption of or any change Change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): Law: (i) shall subject any Lender (including any Issuing Lender) to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, Application or any Eurodollar Loan, Multicurrency Rate/Term SOFR Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 Section 2.17, Other Taxes, and changes in the rate of tax on the overall net income of such Lendertaxes for which a Lender would have been entitled to an additional payment pursuant to Section 2.17(a) but for an exclusion set forth therein); ; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which that is not otherwise included in the determination of the Eurocurrency RateEurodollar Rate or Term SOFR, as applicable, hereunder; or or (iii) shall impose on such Lender or Issuing Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Lender, by an amount which that such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances Rate/Term SOFR Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such or Issuing Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided, that the . The Borrower shall not be required to pay to compensate any Lender any amounts under this paragraph for any period prior claim of increased costs to the date on which such Lender gives notice of agreeing to make or making, funding or maintaining any Loans from the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware adoption of the event giving rise an alternate rate of interest pursuant to such payment obligation. (b) Section 2.14. If any Lender shall have determined that after the date hereof 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 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 be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Issuing Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, 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 or Issuing 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 Issuing 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 Issuing Lender or such corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender or Issuing Lender to be material, then from time to time, after submission by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or Issuing Lender for such reduction; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender or Issuing Lender notifies - 58- (c) A certificate as to any additional amounts payable pursuant to this subsection Section submitted by such any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in obligations of the Borrower pursuant to this subsection Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof the adoption of or any change in any relevant 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 ’s or such corporation's ’s capital as a consequence result of its obligations commitment to lend hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior reduction to the date on which extent that such Lender gives notice reasonably determines that such additional amount is allocable to the Borrower that existence of such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise Lender’s commitment to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with lend hereunder. Such a copy to 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 under this subsection Section submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.17 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances or issuing or participating in Letters of Credit Loans or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower Borrowers shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section submitted by such a Lender to (which certificate shall include a description of the Borrower (with a copy to basis for the computation), through the Administrative Agent) , to the Company shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If any Lender shall have determined that the ------------------- adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by of any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF Advances or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (b) If any Lender shall have determined that after the date hereof 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 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 determined by such Lender to be material, then from time to time, the each Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (cb) If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledentitled by providing a certificate setting forth in reasonable detail the basis for the claim for additional amounts, the amounts required to be paid by the Borrowers to such Lender, and the computations made by such Lender to determine the amounts; provided that such Lender shall not be required to disclose any -------- confidential information. A Such certificate as to any additional amounts payable pursuant to this subsection Section submitted by such Lender to the Borrower Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. No Borrower shall be responsible to compensate such Lender for additional amounts attributable to another Borrower's loans. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrowers shall -------- not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the change in the Requirement of Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the change in the -------- ------- Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note (other than costs or reductions relating to taxes which shall be governed exclusively by Section 3.13 hereof), then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section 3.11 submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section 3.11; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise in its sole discretion to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof 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 or under 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 reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section 3.11 submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 3.11 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement requirement of Applicable Law or in the interpretation or application thereof or compliance by any Lender 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 (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Applicationparticipation therein or any application relating thereto, any Eurodollar Loan, Multicurrency LIBOR Rate Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 3.10 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other 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 which is not otherwise included in the determination of the Eurocurrency RateLIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans, Multicurrency Loans, LIBO LIBOR Rate CAF Advances Loans or issuing or participating in the Letters of Credit or the participations therein or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower shall promptly pay such Lender such Lender, upon its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivablereceivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section 2.16 submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section 2.16; provided, however, that the Borrower such efforts shall not be required to pay to any Lender any amounts under this paragraph for any period prior to cause the date imposition on which such Lender gives notice to the Borrower that such amounts are payable unless of any additional costs or legal or regulatory burdens deemed by such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligationbe material. (b) If any Lender shall have reasonably determined that after the date hereof the adoption of or any change in any Requirement requirement of Applicable 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 180 days after it became aware or should have become aware of the event giving rise to such payment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with . Such a copy to 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 under this subsection Section 2.16 submitted by such a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 2.16 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder.