Common use of Requirements of Law Clause in Contracts

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or Notwithstanding any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes provision of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives if any Change in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Law shall: (i) shall subject the Administrative Agent, any Lender or the Issuing Lender to any Taxes in connection with this Agreement or any loan, letter of credit or commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or change the basis of taxation of payments in respect thereof (except for Indemnified Taxes or Other Taxes that are the subject of Section 2.18 and the imposition of any Excluded Tax payable by such Lender or the Issuing Lender); (ii) 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 Lender or the Issuing Lender or any office of such Lender or the Issuing Lender (except any such reserve requirement that is not otherwise included in the determination of the Eurodollar Rate hereunder); or (iiiii) shall impose on such Lender or the Issuing Lender or the London interbank market any other condition, cost or expense condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or the Issuing Lender, by an amount which such Lender or the Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing, maintaining or participating in Letters of Credit, or to reduce any amount received or receivable hereunder in respect thereof (whether of principal, interest or any other amountotherwise), then, in any such case, the Borrower shall promptly pay such Lender or the Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or the Issuing Lender for such increased cost or reduced amount received or receivable. If any Lender or the Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphSection, 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 the Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or in the interpretation liquidity requirements has or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or liquidity (or on the capital or liquidity of such corporationLender’s capital or the Issuing Lender’s holding company) as a consequence of its obligations hereunder this Agreement or under the Loans made or participations in respect of any Letter Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Lender pursuant hereto to a level below that which such Lender or the Issuing Lender of such Lender’s or such corporation the Issuing Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or such corporationthe Issuing Lender’s policies holding company with respect to capital adequacy)adequacy or liquidity requirements) by an amount deemed by such Lender or the Issuing Lender to be material, then from time to time, after submission by such Lender or the Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or the Issuing Lender such additional amount or amounts as will compensate such Lender or the Issuing Lender or such corporation Lender’s or the Issuing Lender’s holding company for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or the Issuing Lender or their respective applicable holding company to the Borrower setting out in reasonable detail the method of determination of such additional amounts (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the The Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that pay such Lender or the Issuing Lender notifies the Borrower amount shown as due on any such certificate delivered by it within 10 days after its receipt of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectsame. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For Failure or delay on the avoidance part of doubt, any Lender or the Issuing Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender or the Issuing 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 provisions limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section 4.9 shall not apply be available to each Lender and the Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the Change in the case of Taxes, which Law that shall instead be governed exclusively by Section 4.10have occurred or been imposed.

Requirements of Law. (a) If the adoption of, taking effect any Change in Law: (i) shall subject any Lender (including any Issuing Lender) to any tax of or any change, in each case after the date the applicable Lender becomes a party kind whatsoever with respect to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in any Requirement of Law or respect thereof (except for Non-Excluded Taxes covered by Section 2.17 and changes in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having rate of tax on the force overall net income of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):such Lender); (iii) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiiii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender, by an amount that such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation 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 the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. SECTION 8.1. Tenant shall not do, and shall not permit (ato the extent Tenant has control over the same) If any act or thing in or upon the adoption ofPremises which will invalidate or be in conflict with the certificate of occupancy for the Premises or violate any Requirements. Tenant shall immediately take all action, taking effect including but not limited to, making any Requirement Alterations necessary to comply with all Requirements which shall or may impose any violation, order or duty upon Landlord or Tenant arising from or in connection with the Premises, Tenant's occupancy, use or manner of use of the Premises or any changeinstallations in the Premises, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion required by reason of a Lender’s rights and obligations breach of any of Tenant's covenants or agreements under this AgreementLease, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen as of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):. Landlord represents and warrants to Tenant that as of the Commencement Date no condition exists with respect to the Premises that will necessitate any Requirement Alteration. SECTION 8.2. Tenant covenants and agrees that Tenant shall, at Tenant'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 (ias defined below) in, on, under, about or from the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the breach of this Lease by Tenant or Persons Within Tenant's Control. The term "Hazardous Materials" shall impose, modify mean any biologically or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits chemically active or other liabilities 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 for pursuant to the account ofComprehensive Environmental Response, advancesCompensation and Liability Act, loans 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 extensions Requirements. Tenant shall indemnify and hold harmless all Indemnitees from and against any loss, claim, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of credit byany clean up, removal, remediation, detoxification action or any other acquisition activity required or recommended of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination Indemnitees by any Governmental Authority by reason of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender presence in, on, under or Issuing Lender about the Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the London interbank market breach of this Lease by Tenant or Persons Within Tenant's Control. Landlord shall indemnify and hold harmless all Tenant Indemnitees from and against any loss, claim, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or any other conditionactivity required or recommended of any Tenant Indemnitees by any Governmental Authority by reason of the presence in, cost on, under or expense affecting this Agreement about the Premises of any Hazardous Materials either in existence on the Commencement Date or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and that come to exist thereafter that are not the result of any or in connection with the act or omission of the foregoing is to increase the cost to such Lender Tenant or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement Persons Within Tenant's Control or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes breach of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines Lease by Tenant or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectPersons Within Tenant's Control. The obligations of the Borrower pursuant to this Section foregoing covenants and indemnities shall survive the expiration or any termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofLease. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or DSRA L/C Issuing Lender with Bank shall have determined in good faith that any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives Change in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Law: (i) 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 or DSRA L/C Issuing Lender Bank that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (ii) shall impose on such Lender or DSRA L/C Issuing Lender or the London interbank market Bank any other conditioncondition (other than with respect to taxes, cost or expense affecting this Agreement or Eurodollar Loans made which shall be governed exclusively by such Lender or any Letter of Credit or participation therein; Section 2.15), and the result of any of the foregoing is to increase the cost to such Lender or DSRA L/C Issuing Bank, by an amount that such Lender or DSRA L/C Issuing Bank deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing Letters of Credit, or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, the Borrower shall promptly pay such Lender or DSRA L/C Issuing LenderBank, upon its demand, any additional amounts necessary to compensate such Lender or DSRA L/C Issuing Lender Bank for such increased cost or reduced amount receivable. If any Lender or DSRA L/C Issuing Lender Bank becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or DSRA L/C Issuing Lender Bank shall have reasonably determined in good faith that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or DSRA L/C Issuing Lender Bank or any corporation controlling such Lender or DSRA L/C Issuing Lender Bank 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 (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s or DSRA L/C Issuing LenderBank’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 DSRA L/C Issuing Lender Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or DSRA L/C Issuing LenderBank’s or such corporation’s policies with respect to capital adequacy)) by an amount deemed by such Lender or such DSRA L/C Issuing Bank to be material, then from time to time, after submission by such Lender or such DSRA L/C Issuing Lender Bank to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or such DSRA L/C Issuing Lender Bank such additional amount or amounts as will compensate such Lender or such DSRA L/C Issuing Lender Bank or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section 2.14 submitted by any Lender or DSRA L/C Issuing Lender Bank to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on Notwithstanding anything to the part of any Lender or Issuing Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that 2.14, the Borrower shall not be required to compensate a any Lender or DSRA L/C Issuing Lender Bank pursuant to this Section 2.14 for any amounts incurred more than 180 days nine months prior to the date that such Lender or DSRA L/C Issuing Lender Bank notifies the Borrower of such Lender’s or DSRA L/C Issuing LenderBank’s intention to claim compensation therefor; provided thatprovided, that if the circumstances giving rise to such claim have a retroactive effect, then such 180 day nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If 15.01 Tenant at its expense shall comply with all laws, orders and regulations of any governmental authority having or asserting jurisdiction over the adoption ofPremises, taking effect of which shall impose any violation, order or any change, in each case after duty upon Landlord or Tenant with respect to the date the applicable Lender becomes a party to this Agreement Premises or the applicable Participant acquires a participation in all use or a portion of a Lender’s rights and obligations under this Agreementoccupancy thereof, in any Requirement of Law or including, without limitation, compliance in the administrationPremises with all City, interpretation State and Federal laws, rules and regulations on the disabled or application thereof or compliance by any Lender or Issuing Lender with any requesthandicapped, guideline or directive (whether or on fire safety and on hazardous materials. The foregoing shall not having the force of law) from any central bank or other Governmental Authority made subsequent require Tenant to do structural work to the date hereof (andBuilding. 15.02 Tenant shall require every person engaged by him to clean any window in the Premises from the outside, for purposes to use the equipment and safety devices required by Section 202 of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform Labor Law and Consumer Protection Act and the rules of any governmental authority having or asserting jurisdiction. 15.03 Tenant at its expense shall comply with all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition similar body affecting the Premises, and shall not use the Premises in a manner which shall increase the rate of funds byfire insurance of Landlord or of any other tenant, any office of such Lender or Issuing Lender over that is not otherwise included in the determination effect prior to this Lease. If Tenant’s use of the Eurodollar Rate hereunderPremises increases the fire insurance rate, Tenant shall reimburse Landlord for all such increased costs. That the Premises are being used for the purpose set forth in Article 1 hereof shall not relieve Tenant from the foregoing duties, obligations and expenses. 15.04 Notwithstanding anything contained herein to the contrary, Tenant may, at its sole cost and expense, contest by appropriate legal proceedings conducted in good faith and with due diligence, the validity or applicability of any law, code, rule or regulation of any governmental or quasi-governmental authority or agency having jurisdiction over the Building, the Premises, this Lease or Tenant, provided that: (i) Tenant shall secure Landlord, to Landlord’s reasonable satisfaction, against all damages, interest, penalties and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) by cash deposit or by surety bond in an amount and with a company reasonably satisfactory to Landlord; or (ii) such proceeding is commenced with all reasonable promptness and prosecuted in good faith with all reasonable diligence; (iii) Tenant shall impose on keep Landlord regularly informed as to the status of such Lender contest; (iv) such contest shall not subject Landlord to prosecution for a criminal offense, or Issuing Lender constitute a default under any lease or mortgage under which Landlord may be obligated; (v) such contest shall not prevent or delay Landlord from obtaining financing or alienating an interest in the Building or the London interbank market any other condition, cost Premises; (vi) such contest shall not cause the Building or expense affecting this Agreement or Eurodollar Loans made by such Lender the Premises or any Letter of Credit part thereof to be forfeited, liened, encumbered, condemned or participation thereinvacated; and the result of any of the foregoing is to increase the cost to (vii) such Lender contest shall not prevent or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest delay Landlord or any other amount), then, in any such case, the Borrower shall promptly pay such Lender tenants or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) occupants of the event by reason Building from occupying the Building for its permitted uses or from obtaining any certificates, permits, licenses or approvals in connection with its or their use and occupation of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of Building or any change in portions thereof and (viii) Tenant hereby indemnifies and agrees to defend and save Landlord harmless from and against any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsclaims, rulesliabilities, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lenderlosses, damages, costs, expenses, fines, penalties arising from Tenant’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 adoptionnon-compliance and/or contest including, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy)without limitation, 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reductionreasonable attorneys fees. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If 15.01 Tenant at its expense shall comply with all laws, orders and regulations of any governmental authority having or asserting jurisdiction over the adoption ofPremises, taking effect of which shall impose any violation, order or any change, in each case after duty upon Landlord or Tenant with respect to the date the applicable Lender becomes a party to this Agreement Premises or the applicable Participant acquires a participation in all Building or a portion of a Lender’s rights and obligations under this Agreementthe use or occupancy thereof, in any Requirement of Law or including, without limitation, compliance in the administrationPremises with the Americans with Disabilities Act of 1990 (the “ADA”), interpretation and all City, State and Federal laws, rules and regulations on the disabled or application thereof or compliance by any Lender or Issuing Lender with any requesthandicapped, guideline or directive on fire safety and on hazardous materials (whether or collectively, “Applicable Laws”). The foregoing shall not having the force of law) from any central bank or other Governmental Authority made subsequent require Tenant to do work to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines Building or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): Premises unless the requirement for the performance of any such work is attributable to (i) Tenant’s particular manner of use of the Premises or method of operation therein, (ii) the particular nature of any Alterations or tenant improvements in the Premises, (iii) a breach by Tenant of its obligations under the Lease or (iv) the negligence or willful misconduct of Tenant, its agents, servants, contractors, invitees, subtenants and/or any person or entity entering or occupying the Premises or any portion thereof with the consent of Tenant or any such parties. Landlord shall imposecomply with all Applicable Laws except to the extent that Tenant is required to comply with such Applicable Laws hereunder, modify subject to Landlord’s right to defer compliance therewith for so long as Landlord is contesting in good faith the validity or hold applicable applicability thereof to the Premises, the Building or the land thereunder, and provided that Landlord’s election under this Section 15.01 does not prohibit Tenant’s use of the Premises for office purposes. 15.02 Tenant will not clean, nor require, permit, suffer or allow, any reservewindow in the Premises to be cleaned from the outside, special deposit, compulsory loan in violation of Section 202 of the Labor Law and the rules of any governmental authority having or similar requirement against assets held by, deposits or other liabilities in or for asserting jurisdiction. 15.03 Tenant at its expense shall comply with all requirements of the account of, advances, loans or other extensions New York Board of credit byFire Underwriters, or any other acquisition of funds bysimilar body affecting the Premises, any office of such Lender or Issuing Lender that is and shall not otherwise included use the Premises in the determination of the Eurodollar Rate hereunder; or (ii) a manner which shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s fire insurance of Landlord 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 other tenant, over that which such Lender or Issuing Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant in effect prior to this Section submitted by any Lender or Issuing Lender to Lease. If Tenant’s use of the Borrower (with a copy to Premises increases the Administrative Agent) fire insurance rate, Tenant shall be conclusive reimburse Landlord for all such increased costs. That the Premises are being used for the purpose set forth in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section Article 1 hereof shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, relieve Tenant from the foregoing provisions of this Section 4.9 shall not apply in the case of Taxesduties, which shall instead be governed exclusively by Section 4.10obligations and expenses.

Requirements of Law. (a) If the adoption ofTenant, taking effect at its sole expense, shall comply with all laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition of funds bysimilar body which shall now or hereafter impose any violation, any office of such Lender order or Issuing Lender that is not otherwise included in duty upon Landlord or Tenant with respect to the determination Premises as a result of the Eurodollar Rate hereunder; or (ii) use, occupation or alteration thereof by Tenant. Tenant shall impose on such Lender not do or Issuing Lender permit to be done any act or thing upon the London interbank market Premises which will invalidate or be in conflict with any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation insurance policies covering the Building and fixtures and property therein; and shall not do, or permit anything to be done in or upon the result Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of any Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of the foregoing is storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans in effect prior to this Lease. Any work or to reduce any amount receivable hereunder in respect thereof (whether installations made or performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in conformity with, it shall promptly notify the Borrower (with a copy and subject to the Administrative Agent) of the event provisions of, Article 3 hereof. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure of use by Tenant, and shall make such reimbursement upon the adoption offirst day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, taking effect a schedule or "make up" of or any change in any Requirement of Law, in each case after rates for the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the New York Fire Insurance Rating Organization, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofPremises. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 9.1. Tenant shall not do, and shall not permit Persons Within Tenant’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 Requirements. Tenant shall, at Tenant’s sole cost and expense, take all action, including making any required Alterations necessary to comply with all Requirements (aincluding, but not limited to, applicable terms of Local Laws Xx. 0 xx 0000, Xx. 00 xx 0000, Xx. 00 of 1985, No. 58 of 1987 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 Landlord or Tenant arising during the adoption ofTerm from, taking effect or in connection with, the Premises, Tenant’s occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a “place of public accommodation” under the ADA), or any changeinstallations in the Premises by Tenant, or required by reason of a breach of any of Tenant’s covenants or agreements under this Lease, whether or not such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof. Notwithstanding the preceding sentence, Tenant shall not be obligated to perform any Alterations necessary to comply with any Requirements, unless compliance shall be required by reason of (i) any cause or condition arising out of any Alterations or installations in the Premises (whether made by Tenant or by Landlord on behalf of Tenant), or (ii) Tenant’s particular use, manner of use or occupancy on behalf of Tenant of the Premises (as opposed to mere office use), or (iii) any breach of any of Tenant’s covenants or agreements under this Lease, or (iv) any wrongful act or omission by Tenant or Persons Within Tenant’s Control, or (v) Tenant’s use or manner of use or occupancy of the Premises as a “place of public accommodation” within the meaning of the ADA, in each case after which event Tenant’s obligation to perform any Alteration by reason of this clause (v) shall apply only to the date Premises. Notwithstanding the applicable Lender becomes a party foregoing or any other provision of this Lease to this Agreement or the applicable Participant acquires a participation in contrary, Tenant shall comply with all or a portion Laws with respect to all restrooms on any full floor of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive Premises (whether or not having the force any such restroom is existing as of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, Lease and whether or not Tenant has retrofitted or altered the Xxxx-Xxxxx Xxxx Street Reform same) and Consumer Protection Act and with respect to all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) shall impose, modify or hold applicable elevator lobbies serving 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 or Issuing Lender that is not otherwise included in the determination full floor of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy Premises (whether or not having Tenant has retrofitted or altered any such elevator lobby); such compliance shall include the force making of law) any Alterations that may be required by any Laws, provided that, in no event shall Tenant be obligated to ensure that the elevator call buttons comply with the ADA. Section 9.2. Tenant covenants and agrees that Tenant shall, at Tenant’s sole cost and expense during the Term, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any Hazardous Materials (as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant’s Control or the breach of this Lease by Tenant or Persons Within Tenant’s Control. The term “Hazardous Materials” shall mean any Governmental Authority made subsequent 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 date hereof (andComprehensive Environmental Response, for purposes 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 this Agreement1976, as amended, 15 U.S.C. § 2601, et seq., any “toxic pollutant” under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsClean Water Act, rules33 U.S.C. § 466 et seq., guidelines as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. § 7401 et seq., hazardous materials identified in or directives in connection therewith are deemed to have gone into effect and adopted subsequent pursuant to the date hereof) Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq., and any hazardous or toxic substances or pollutant regulated under any other Requirements. Tenant 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 agree to a level below that which such Lender or Issuing Lender or such corporation could have achieved but for such adoptionexecute, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), then from time to time, after submission by such Lender at Landlord’s request, affidavits, representations and the like concerning Tenant’s best knowledge and belief regarding the presence of Hazardous Materials in, on, under or Issuing Lender to about the Borrower (with a copy to the Administrative Agent) of a written request thereforPremises, the Borrower Building or the Land. Tenant shall pay to such Lender indemnify and hold harmless all Indemnitees from and against any loss, cost, damage, liability or Issuing Lender such additional amount expense (including attorneys’ fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or amounts as will compensate such Lender any other activity required or Issuing Lender or such corporation for such reduction. (c) A certificate as to recommended of any additional amounts payable pursuant to this Section submitted Indemnitees by any Lender Government Authority by reason of the presence in or Issuing Lender to about the Borrower (Building or the Premises of any Hazardous Materials, as a result of or in connection with a copy to the Administrative Agent) act or omission of Tenant or Persons Within Tenant’s Control or the breach of this Lease by Tenant or Persons Within Tenant’s Control. In no event shall Tenant be conclusive responsible for Hazardous Materials existing in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days Premises prior to the commencement date that such Lender or Issuing Lender notifies of the Borrower of such Lender’s or Issuing Lender’s intention Sublease, except to claim compensation therefor; provided the extent that, if in the circumstances giving rise to course of the performance of Alterations by Tenant or otherwise, Tenant or Persons Within Tenant’s Control disturb such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectHazardous Materials. The obligations of the Borrower pursuant to this Section foregoing covenants and indemnity shall survive the expiration or any termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofLease. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 6.1 (aA) If the adoption ofTenant, taking effect of or any changeat its sole expense, in each case after the date the shall comply with all Requirements, including, without limitation, ADA, applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes manner of this Agreementuse of the Premises by Tenant, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines making of Alterations therein or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any the making thereof and those applicable by reason of the foregoing is nature or type of business conducted in, or manner of use by Tenant of, the Premises. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard Insurance Services Office all-risk insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the cost rate for fire insurance applicable to the Building, or use the Premises in a manner (as opposed to mere use as general “offices”) which specifically because of such Lender use shall increase the rate of fire insurance on the Building or Issuing Lender of makingon property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, effect on the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivableCommencement Date. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure by Tenant, and shall make such reimbursement within ten (10) days of demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the Insurance Services Office, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofBuilding. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, Change in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by Law: (i) shall subject any Lender or Issuing Lender to any tax of any kind whatsoever with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent respect to the date hereof (and, for purposes of this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the Xxxxbasis of taxation of payments to such Lender or such Issuing Lender in respect thereof (except for Non-Xxxxx Xxxx Street Reform Excluded Taxes covered by Section 2.18 and Consumer Protection Act and all requests, rules, guidelines or directives changes in connection therewith are deemed the rate of tax with respect to have gone into effect and adopted subsequent to the date hereof):Excluded Taxes); (iii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge 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 or Issuing any Lender that is not otherwise included in the determination of the Eurodollar Adjusted LIBO Rate hereunderhereunder or any Issuing Lender; or (iiiii) shall impose on such Lender or any Lender, any Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender, by an amount which such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or of maintaining its obligation to make any such Loan or issuing, maintaining or participating in Letters of Credit (or of maintaining its obligation to participate in or issue Letters of Credit), or to reduce any amount received or receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower Company shall promptly pay such Lender or Issuing Lender, as the case may be, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender Lender, as the case may be, for such increased cost or reduced amount receivable; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Company of such Lender’s or Issuing Lender’s, as the case may be, intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphSection 2.17, it shall promptly notify the Borrower Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or any Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by Law affecting such Lender or Issuing Lender or any corporation controlling lending office of such Lender or such Lender’s or Issuing Lender with any request or directive Lender’s holding company, if any, regarding capital adequacy (whether has or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or such corporationIssuing Lender’s capital holding company, if any, as a consequence of its obligations hereunder this Agreement, the Commitments of such Lender or under the Loans made by, or participations in respect of any Letter Letters of Credit held by such Lender, or the Letters of Credit issued by any Issuing Lender to a level below that which such Lender or Lender, such Issuing 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 or ’s, such Issuing Lender’s or such corporationholding company’s policies with respect to capital adequacy)) by an amount deemed by such Lender or such Issuing Lender to be material, then from time to time, after submission by such Lender or such Issuing Lender to the Borrower Company (with a copy to the Administrative Agent) of a written request therefor, the Borrower Company shall pay to such Lender or such Issuing Lender Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, Issuing Lender or such corporation holding company, as the case may be, for such reduction; provided that the Company shall not be required to compensate a Lender or an Issuing Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender or such Issuing Lender notifies the Company of such Lender’s or such Issuing Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this Section 2.17 submitted by any Lender or any Issuing Lender to the Borrower Company (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on Absent manifest error, the part of any Lender or Issuing Lender to demand compensation pursuant to this Section Company shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that pay such Lender or such Issuing Lender notifies the Borrower amount shown as due on any such certificate delivered by it within 15 days after its receipt of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectsame. The obligations of the Borrower Company pursuant to this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof applicable to any Lender, or its applicable Lending Installation, branch or any affiliate thereof, or any LC Issuer or compliance by any Lender Lender, or Issuing Lender its applicable Lending Installation, branch or any affiliate thereof, or any LC Issuer with any request, guideline request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the date hereof (andor, for purposes of this Agreementif later, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines date on which such Lender becomes a Lender hereunder pursuant to any permitted assignment or directives in connection therewith are deemed pursuant to have gone into effect and adopted subsequent to the date subsection 2.6(b) hereof): (ia) shall subject such Lender, or its applicable Lending Installation, branch or any affiliate thereof, or any LC Issuer to any tax of any kind whatsoever (other than Taxes covered by Section 3.6 hereof) with respect to any Eurodollar Rate Loans made by it or its obligation to make Eurodollar Rate Loans, or to issue or to participate in Facility L/Cs, or change the basis of taxation of payments to such Lender or LC Issuer in respect thereof other than changes in the rate of taxes measured by or imposed upon the overall net income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the case of such capital, net worth or branch taxes, imposed in lieu of such net income tax), of such Lender or its applicable Lending Installation, branch, or any affiliate thereof or any LC Issuer; (b) 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 or Issuing Lender that any LC Issuer which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iic) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, condition the result of which is or would be to increase the cost or expense affecting this Agreement or Eurodollar Loans made by such to the Lender or any Letter applicable Lending Installation or LC Issuer of Credit making, funding or participation maintaining its Eurodollar Rate Loans or issuing or participating in Facility L/Cs or shall reduce any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurodollar Rate Loans or Facility L/Cs or participations therein, or shall require any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurodollar Rate Loans or Facility L/Cs or participations therein held or interest received by it, by an amount deemed material by such Lender; and the result of any of the foregoing is or would be to increase the cost to such Lender or Issuing LC Issuer, by an amount which such Lender or LC Issuer, or its applicable Lending Installation, branch or any affiliate thereof, deems to be material, of making, converting into, continuing or maintaining Eurodollar Rate Loans or its Commitment or of issuing or participations in any Facility L/Cs or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, upon notice to Borrower from such Lender, through the Agent, in accordance herewith, Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender LC Issuer for such increased cost or reduced amount receivable. If lf any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphsubsection, it shall promptly notify provide prompt notice thereof to Borrower, through the Borrower Agent, certifying (with a copy x) that one of the events described in this subsection has occurred and describing in reasonable detail the nature of such event, (y) as to the Administrative Agentincreased cost or reduced amount receivable hereunder resulting from such event and (z) of as to the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance additional amount demanded by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having and a reasonably detailed explanation of the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s or such corporation’s capital as calculation thereof. Such 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section subsection submitted by any Lender or Issuing Lender such Lender, through the Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding upon the Borrower in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower The Company shall not be required to compensate sell or issue any shares on the exercise of the Option if the issuance of such shares shall constitute a Lender violation by the Director or Issuing Lender the Company of any provisions of any law or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to the registration of securities, upon exercise of the Option, the Company shall not be required to issue any shares of Stock unless the Committee has received evidence satisfactory to it to the effect that the Director will not transfer the shares of Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any shares of Stock covered by the Plan pursuant to this Section applicable securities laws of any country or any political subdivision. In the event the shares of Stock issuable on exercise of the Option are not registered, the Company may imprint on the certificate evidencing the shares of Stock the following legend or any other legend that counsel for any amounts incurred more the Company considers necessary or advisable to comply with applicable law: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER. Should the shares of Stock be represented by book or electronic entry rather than 180 days prior a certificate, the Company may take such steps to restrict transfer of the date that such Lender shares of Stock as counsel for the Company considers necessary or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention advisable to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectcomply with applicable law. The obligations Company shall not be obligated to take any other affirmative action to cause the exercise of the Borrower Option or the issuance of shares pursuant thereto to this Section shall survive the termination comply with any law or regulation of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofgovernmental authority. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 6.1. (aA) If the adoption ofTenant, taking effect of or any changeat its sole cost and expense, in each case after the date the shall comply with ------------ all Requirements applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (anduse and occupancy of the Premises, for purposes of this Agreementincluding, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestswithout limitation, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent those applicable to the date hereof): (i) shall impose, modify making of any Alterations therein 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any the making thereof and those applicable by reason of the foregoing is nature or type of business operated by Tenant in the Premises except that (other than with respect to the making of Alterations or the result of the making thereof) Tenant shall not be under any obligation to make any Alteration in order to comply with any Requirement applicable to the mere general "office" use (as opposed to Tenant's particular manner of use) of the Premises, unless otherwise expressly required herein. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard "all-risk" insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner (as opposed to mere use as general "offices") which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, effect on the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivableCommencement Date. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure by Tenant, and shall make such reimbursement upon demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the Insurance Services Office, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofBuilding. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline 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 hereof: (and, for purposes i) shall subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan or Bankers’ Acceptance Advances made by it, or change the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines basis of taxation of payments to such Lender or directives the Issuing Lender in connection therewith are deemed to have gone into effect and adopted subsequent to respect thereof (except for changes in the date hereof):rate of tax on the overall net income of such Lender); (iii) 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 or the Issuing Lender that which is not otherwise included in the determination of the Eurodollar LIBOR Rate or BA Rate hereunder; or (iiiii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making or maintaining LIBOR Rate Loans, Bankers’ or Acceptance Advances or to increase the cost to such Lender or the Issuing Lender of makingparticipating in, converting into, continuing issuing or maintaining Eurodollar Loans any Letter of Credit (or maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or under any other amount)Note, then, in any such case, the Applicable Borrower shall promptly pay such Lender or the Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased additional cost or reduced amount receivable. If any receivable which such Lender reasonably deems to be material as determined by such Lender or Issuing Lender becomes entitled Lender. A certificate as to claim any additional amounts payable pursuant to this paragraphSection submitted by such Lender, it shall promptly notify through the Borrower (with a copy Administrative Agent or Canadian Agent, as applicable, to the Administrative AgentApplicable 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 such efforts shall not cause the imposition on such Lender of the event any additional costs or legal or regulatory burdens deemed by reason of which it has become so entitledsuch Lender in its sole discretion to be material. (b) If any Lender or the Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines does or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing 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 submission demand by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request thereforLender, the Applicable Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate shall be certified by such Lender or Issuing Lender or such corporation as being required to compensate it for such reduction. reduction (c) A 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, Canadian Prime Rate or U.S. Base Rate, as applicable). Such a certificate as to any additional amounts payable pursuant to under this Section submitted by any a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent or Issuing Lender the Canadian 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 or the Issuing Lender to demand compensation pursuant to the foregoing provisions of this Section 2.18 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; , provided that the Applicable Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to the foregoing provisions of this Section 2.18 for any amounts increased costs incurred or reductions suffered more than 180 days six (6) months prior to the date that such Lender or Issuing Lender Lender, as the case may be, notifies the Applicable Borrower of the Requirement of Law giving rise to such Lender’s increased costs or Issuing reductions and of such Lender’s intention to claim compensation therefor; provided therefor (except that, if the circumstances Requirement of Law giving rise to such claim have a retroactive effectincreased costs or reductions is retroactive, then such 180 day the six (6) month period referred to above shall be extended to include the period of such retroactive effect. effect thereof). (d) The obligations of the Borrower pursuant to agreements in this Section 2.18 shall survive the termination of this Credit Agreement and the payment of the Loans Notes and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption ofTenant, taking effect at its sole expense, shall comply with all laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition of funds bysimilar body which shall now or hereafter impose any violation, any office of such Lender order or Issuing Lender that is not otherwise included in duty upon Landlord or Tenant with respect to the determination Premises as a result of the Eurodollar Rate hereunder; or (ii) specific manner or use, occupation or alteration thereof by Tenant. Tenant shall impose on such Lender not do or Issuing Lender permit to be done any act or thing upon the London interbank market Premises which will invalidate or be in conflict with any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation insurance policies covering the Building and fixtures and property therein; and shall not do, or permit anything to be done in or upon the result Premises or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of any Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of the foregoing is storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans in effect at the Commencement Date. Any work or to reduce any amount receivable hereunder in respect thereof (whether installations made or performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in conformity with, it shall promptly notify the Borrower (with a copy and subject to the Administrative Agent) of the event provisions of, Article 3 hereof. If by reason of Tenant's failure to comply with the provisions of this Article, Landlord shall give Tenant five (5) days notice of such failure and if such failure to comply continues after such five (5) day period and if the fire insurance rate shall thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure of use by Tenant, and shall make such reimbursement upon the adoption offirst day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, taking effect a schedule or "make up" of or any change in any Requirement of Law, in each case after rates for the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the New York Fire Insurance Rating Organization, or a portion other body fixing such fire insurance rates, shall be conclusive evidence of a Lender’s rights the facts therein stated and obligations under this Agreement, regarding capital adequacy or of the several items and charges in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent fire insurance rates then applicable to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent Premises. Notwithstanding anything to the date hereof) contrary, Landlord shall have comply with all laws, statutes, orders, directives and regulations of governmental authorities applicable to 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 Building but not 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reductionPremises. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption ofTenant, taking effect at its sole expense, shall comply with all laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition similar body which shall now or hereafter impose any violation, order or duty (hereinafter collectively referred to as the "Legal Requirements" and individually referred to as a "Legal Requirement") upon Landlord or Tenant with respect to the Premises as a result of funds bythe use, occupation or alteration thereof by Tenant. Tenant shall not be responsible for complying with any Legal Requirement that requires structural modifications to the Building and/or modifications to the common areas of the Building, unless compliance with such Legal Requirement is necessitated by or in connection with an act or omission of Tenant or any person or entity acting by or on behalf of Tenant, including, without limitation, any office Alteration by Tenant or its subtenants or Tenant's particular manner of use of the Premises; provided, however, the cost of such Lender or Issuing Lender that is not otherwise included compliance may be reimbursable to Landlord to the extent and in the determination of manner set forth in Article 28 hereof. Tenant shall not do or permit to be done any act or thing upon the Eurodollar Rate hereunder; or (ii) shall impose on such Lender Premises which will invalidate or Issuing Lender or be in conflict with any insurance policies covering the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation Building and fixtures and property therein; and shall not do, or permit anything to be done in or upon the result Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of any Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of the foregoing is storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans in effect prior to this Lease. Any work or to reduce any amount receivable hereunder in respect thereof (whether installations made or performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in conformity with, it shall promptly notify the Borrower (with a copy and subject to the Administrative Agent) of the event provisions of, Article 3 hereof. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure of use by Tenant, and shall make such reimbursement upon the adoption offirst day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, taking effect a schedule or "make up" of or any change in any Requirement of Law, in each case after rates for the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the New York Fire Insurance Rating Organization, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofPremises. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 6.1. Tenant, at its sole cost and expense shall comply with all ------------ Requirements applicable to the Premises, including, without limitation, those applicable to the making of any Alterations therein or the result of the making thereof and those applicable by reason of the nature or type of business operated by Tenant in the Premises. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard "all-risk" insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate for fire insurance applicable to the Building, or use the Premises in a manner (as opposed to mere use as general "offices") which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect on the Commencement Date. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant, and shall make such reimbursement upon demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the Building or the Premises issued by the Insurance Services Office, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building. Section 6.2. Tenant, at its sole cost and expense and after notice to ------------ Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises, provided that (a) If the adoption of, taking effect of Landlord (or any changeIndemnitee) shall not be subject to imprisonment or to prosecution for a crime, in each case after nor shall the date Real Property or any part thereof be subject to being condemned or vacated, nor shall the applicable Lender becomes a party to this Agreement certificate of occupancy for the Premises or the applicable Participant acquires a participation in all Building be suspended or a portion threatened to be suspended by reason of a Lender’s rights and obligations under this Agreementnon-compliance or by reason of such contest; (b) before the commencement of such contest, in if Landlord or any Requirement of Law Indemnitee may be subject to any civil fines or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank penalties or other Governmental Authority made subsequent criminal penalties or if Landlord may be liable to the date hereof (andany independent third party as a result of such noncompliance, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed Tenant shall furnish to have gone into effect and adopted subsequent to the date hereof): Landlord either (i) 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 a bond of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is a surety company satisfactory to increase the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), thenLandlord, in any such caseform and substance reasonably satisfactory to Landlord, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary and in an amount equal to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower one hundred twenty percent (with a copy to the Administrative Agent120%) of the event sum of (A) the cost of such compliance, (B) the criminal or civil penalties or fines that may accrue by reason of which it has become so entitled. such non-compliance (bas reasonably estimated by Landlord), and (C) If the amount of such liability to independent third parties (as reasonably estimated by Landlord), and shall indemnify Landlord (and any Lender Indemnitee) against the cost of such compliance and liability resulting from or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives incurred in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on with such Lender’s contest 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 adoption, change or non-compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided except that the Borrower Tenant shall not be required to compensate a Lender or Issuing Lender pursuant furnish such bond to this Section for Landlord if it has otherwise furnished any amounts incurred more than 180 days prior similar bond required by law to the date that appropriate Governmental Authority and has named Landlord as a beneficiary thereunder) or (ii) other security reasonably satisfactory in all respects to Landlord; (c) such Lender non- compliance or Issuing Lender notifies contest shall not constitute or result in a violation (either with the Borrower giving of notice or the passage of time or both) of the terms of any Mortgage or Superior Lease, or if such Superior Lease or Mortgage shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status of such Lender’s proceedings. Without limiting the applicability of the foregoing, Landlord (or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period any Indemnitee) shall be extended deemed subject to include the period prosecution for a crime if Landlord (or any Indemnitee), a Lessor, a Mortgagee or any of their officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatsoever, unless such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender charges are withdrawn ten (10) days before Landlord (or Issuing Lenderany Indemnitee), such Lessor or such Mortgagee or such officer, director, partner, shareholder, agent or employee, as the case may be, the amount shown as due on any certificate referred is required to above within thirty (30) days after receipt thereofplead or answer thereto. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (A) Tenant, at its sole expense, shall comply with all Requirements, including, without limitation, ADA, applicable to the manner of use of the Premises by Tenant, the making of Alterations therein or the result of the making thereof and those applicable by reason of the nature or type of business conducted in, or manner of use by Tenant of, the Premises. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard Insurance Services Office all-risk insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate for fire insurance applicable to the Building, or use the Premises in a manner (as opposed to mere use as general "offices") which specifically because of such use shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect on the Commencement Date. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant, and shall make such reimbursement within ten (10) days of demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the Building or the Premises issued by the Insurance Services Office, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building. (B) Landlord, at its sole cost and expense (but subject to recoupment as provided in Article 27 hereof), shall comply with all other Requirements applicable to the Premises and the Building, other than those Requirements which Tenant or other tenants or occupants of the Building shall be required to comply with, subject to Landlord's right to contest the applicability or legality thereof, Landlord hereby represents that, to its knowledge, as of the date hereof the Building is in compliance with all Requirements as to which non-compliance would result in a material adverse effect upon Tenant's right to occupy and use the Premises for the uses expressly permitted pursuant to Article 2 hereof. Section 6.2 Tenant, at its sole cost and expense and after notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement with which Tenant is required to comply under the terms of this Lease provided that (a) If the adoption of, taking effect of Landlord (or any changeIndemnitee) shall not be subject to imprisonment or to prosecution for a crime, in each case after nor shall the date Real Property or any part thereof be subject to being condemned or vacated, nor shall the applicable Lender becomes a party to this Agreement certificate of occupancy for the Premises or the applicable Participant acquires a participation in all Building be suspended or a portion threatened to be suspended by reason of a Lender’s rights and obligations under this Agreementnoncompliance or by reason of such contest; (b) before the commencement of such contest, in if Landlord or any Requirement of Law Indemnitee may be subject to any civil fines or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank penalties or other Governmental Authority made subsequent criminal penalties or if Landlord may be liable to the date hereof (and, for purposes any independent third party as a result of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed such noncompliance then Tenant shall furnish to have gone into effect and adopted subsequent to the date hereof): Landlord either (i) 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 a bond of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is a surety company satisfactory to increase the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), thenLandlord, in any such caseform and substance reasonably satisfactory to Landlord, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary and in an amount at least equal to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower one hundred twenty percent (with a copy to the Administrative Agent120%) of the event sum of (A) the cost of such compliance, (B) the criminal or civil penalties or fines that may accrue by reason of which it has become so entitled. such non-compliance (bas reasonably estimated by Landlord) If and (C) the amount of such liability to independent third parties (as reasonably estimated by Landlord), and shall indemnify Landlord (and any Lender Indemnitee) against the cost of such compliance and liability resulting from or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives incurred in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on with such Lender’s contest 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 adoption, change or non-compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided except that the Borrower Tenant shall not be required to compensate a Lender or Issuing Lender pursuant furnish such bond to this Section for Landlord if it has otherwise furnished any amounts incurred more than 180 days prior similar bond required by law to the date that appropriate Governmental Authority and has named Landlord as a beneficiary thereunder) or (ii) other security reasonably satisfactory in all respects to Landlord; (c) such Lender non-compliance or Issuing Lender notifies contest shall not constitute or result in a violation (either with the Borrower giving of notice or the passage of time or both) of the terms of any mortgage or superior Lease, or if such Superior Lease or Mortgage shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status of such Lender’s proceedings. Without limiting the applicability of the foregoing, Landlord (or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period any Indemnitee) shall be extended deemed subject to include the period prosecution for a crime if Landlord (or any Indemnitee), a Lessor, a Mortgagee or any of their officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatsoever unless such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender charges are withdrawn twenty (20) days before Landlord (or Issuing Lenderany Indemnitee), such Lessor or such Mortgagee or such officer, director, partner, shareholder, agent or employee, as the case may be, the amount shown as due on any certificate referred is required to above within thirty (30) days after receipt thereofplead or answer thereto. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, Change in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):shall: (i) 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, advancesor credit extended or participated in by, loans any Lender; (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or other extensions any Loan made by it, or change the basis of credit bytaxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12 and the imposition of, or any other acquisition of funds bychange in the rate of, any office of Excluded Tax payable by such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderLender); or (iiiii) shall impose on such Lender or Issuing any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Lender of making, converting into, continuing making or maintaining Eurodollar Loans any Loan, or to reduce the amount of any amount sum received or receivable by such Lender hereunder in respect thereof (whether of principal, interest or any other amount), ) then, in any upon request of such caseLender, the Borrower shall promptly will pay to such Lender such additional amount or Issuing Lender, upon its demand, any additional amounts necessary to as will compensate such Lender or Issuing Lender for such increased cost additional costs incurred or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledreduction suffered. (b) If any Lender or Issuing determines that any Change in Law affecting such Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement lending office of Law, in each case after the date the applicable such Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a such Lender’s rights and obligations under this Agreementholding company, if any, regarding capital adequacy requirements has or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall would have the effect of reducing the rate of return on such Lender’s capital or Issuing on the capital of such Lender’s or such corporation’s capital holding company, if any, as a consequence of its obligations hereunder this Agreement, the Commitments of such Lender or under or in respect of any Letter of Credit the Loans made by such Lender to a level below that which such Lender or Issuing Lender or such corporation Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or Issuing policies and the policies of such Lender’s or such corporation’s policies holding company with respect to capital adequacy), then from time to time, after submission by such Lender or Issuing Lender to time the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall will pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation Lender’s holding company for any such reductionreduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as to any additional amounts payable pursuant to the case may be, as specified in clause (a) or (b) of this Section submitted by any Lender or Issuing Lender 2.11 and delivered to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; , provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section 2.11 for any amounts increased costs incurred or reductions suffered more than 180 days nine months prior to the date that such Lender or Issuing Lender notifies the Borrower of the Change in Law giving rise to such Lender’s increased costs or Issuing reductions and of such Lender’s intention to claim compensation therefor; provided therefor (except that, if the circumstances Change in Law giving rise to such claim have a retroactive effectincreased costs or reductions is retroactive, then such 180 day the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) In the event that any Lender determines that any event or circumstance that will lead to a claim under this Section 2.11 has occurred or will occur, such retroactive effect. The obligations Lender will use its best efforts to so notify the Borrower; provided that any failure to provide such notice shall in no way impair the rights of such Lender to demand and receive compensation under this Section 2.11, but without prejudice to any claims of the Borrower pursuant for compensation for actual damages sustained as a result of any failure to observe this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofundertaking. (df) For the avoidance of doubt, the foregoing The above provisions of this Section 4.9 2.11 shall not apply in the case respect of Taxesany present or future taxes, which shall instead be governed exclusively fees, duties or other charges of any nature whatsoever imposed by Section 4.10any taxing authority that are imposed on or measured by Lender’s net income or overall gross income.

Requirements of Law. (A) Tenant at its sole cost and expense, shall comply with all Requirements applicable to the use and occupancy of the Premises, including, without limitation, those applicable to the making of any Alterations therein or the result of the making thereof and those applicable by reason of the nature or type of business operated by Tenant in the Premises, except that (other than with respect to the making of Alterations or the result of the making thereof) Tenant shall not be under any obligation to make any Alteration in order to comply with any Requirement applicable to the mere general "office" use (as opposed to the manner of use) of the Premises, unless otherwise expressly required herein. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard "all-risk" insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Jersey City Fire Department, the Jersey City Building Inspector or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate for fire insurance applicable to the Building, or use the Premises in a manner (as opposed to mere use as general "offices") which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect on the Commencement Date. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant, and shall make such reimbursement upon demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the Building or the Premises issued by any fire rating bureau or organization having jurisdiction, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building. (B) Landlord, at its sole cost and expense (but subject to recoupment as provided in Article 27 hereof), shall comply with all Requirements applicable to the Premises and the Building other than those Requirements which Tenant or other tenants or occupants of the Building shall be required to comply with, subject to Landlord's right to contest the applicability or legality thereof. Section 6.2 Tenant, at its sole cost and expense and after notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises, provided that (a) If the adoption of, taking effect of Landlord (or any changeIndemnitee) shall not be subject to imprisonment or to prosecution for a crime, in each case after nor shall the date Real Property or any part thereof be subject to being condemned or vacated, nor shall the applicable Lender becomes a party to this Agreement certificate of occupancy for the Premises or the applicable Participant acquires a participation in all Building be suspended or a portion threatened to be suspended by reason of a Lender’s rights and obligations under this Agreementnoncompliance or by reason of such contest; (b) before the commencement of such contest, in if Landlord or any Requirement of Law Indemnitee may be subject to any civil fines or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank penalties or other Governmental Authority made subsequent criminal penalties or if Landlord may be liable to the date hereof (andany independent third party as a result of such noncompliance, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed Tenant shall furnish to have gone into effect and adopted subsequent to the date hereof): Landlord either (i) 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 a bond of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is a surety company satisfactory to increase the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), thenLandlord, in any such caseform and substance reasonably satisfactory to Landlord, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary and in an amount equal to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower one hundred twenty percent (with a copy to the Administrative Agent120%) of the event sum of (A) the cost of such compliance, (B) the criminal or civil penalties or fines that may accrue by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxnon-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacyas reasonably estimated by Landlord), then from time to time, after submission by such Lender or Issuing Lender to and (C) the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right liability to demand such compensation; provided independent third parties (as reasonably estimated by Landlord) (except that the Borrower Tenant shall not be required to compensate a Lender or Issuing Lender pursuant furnish such bond to this Section for Landlord if it has otherwise furnished any amounts incurred more than 180 days prior similar bond required by law to the date that such Lender appropriate Governmental Authority and has named Landlord as a beneficiary thereunder) or Issuing Lender notifies (ii) other security reasonably satisfactory in all respects to Landlord, and shall indemnify Landlord (and any Indemnitee) against the Borrower cost of such Lender’s compliance and liability resulting from or Issuing Lender’s intention to claim compensation thereforincurred in connection with such contest or non-compliance; provided that(c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any Mortgage or Superior Lease, or if such Superior Lease or Mortgage shall condition such non-compliance or contest upon the circumstances giving rise to taking of action or furnishing of security by Landlord, such claim have a retroactive effect, then such 180 day period action shall be extended to include taken or such security shall be furnished at the period expense of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.Tenant; and

Requirements of Law. (a) If the adoption of, taking effect of or any change, Change in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Law: (i) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, liquidity, 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 or the Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iiiii) shall impose on such Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein(other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender or the Issuing Lender, by an amount that such Lender or the Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, the Borrower shall promptly pay such Lender or the Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or the Issuing Lender for such increased cost or reduced amount receivable. If any Lender or the Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or the Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or in the interpretation liquidity requirements or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) ratios shall have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such corporationLender’s capital or Issuing Lender’s holding company, if any, as a consequence of its obligations hereunder or under or in respect of any Letter Letters of Credit to a level below that which such Lender or the Issuing Lender or such corporation Lender’s or Issuing Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or the Issuing Lender’s or such corporationholding company’s policies with respect to capital adequacy)) by an amount deemed by such Lender or the Issuing Lender to be material, then from time to time, after submission by such Lender or the Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or the Issuing Lender such additional amount or amounts as will compensate such Lender or the Issuing Lender or such corporation holding company for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or the Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on Notwithstanding anything to the part of any Lender or Issuing Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that Section, the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any amounts incurred more than 180 days nine months prior to the date that such Lender or the Issuing Lender notifies the Borrower of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (aA) If the adoption ofTenant at its sole cost and expense, taking effect of or any change, in each case after the date the shall comply ----------- with all Requirements applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (anduse and occupancy of the Premises, for purposes of this Agreementincluding, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestswithout limitation, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent those applicable to the date hereof): (i) shall impose, modify making of any Alterations therein 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any the making thereof and those applicable by reason of the foregoing is nature or type of business operated by Tenant in the Premises, except that (other than with respect to the making of Alterations or the result of the making thereof) Tenant shall not be under any obligation to make any Alteration in order to comply with any Requirement applicable to the mere general "office" use (as opposed to the manner of use) of the Premises, unless otherwise expressly required herein. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard "all-risk" insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Jersey City Fire Department, the Jersey City Building Inspector or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner (as opposed to mere use as general "offices") which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, effect on the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivableCommencement Date. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitledshall have been charged because of such failure by Tenant, and shall make such reimbursement upon demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the Building or the Premises issued by any fire rating bureau or organization having jurisdiction, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building. (bB) If Landlord, at its sole cost and expense (but subject to recoupment as provided in Article 27 hereof), shall comply with all Requirements applicable to the Premises and the Building other than those Requirements which Tenant or other tenants or occupants of the Building shall be required to comply with, subject to Landlord's right to contest the applicability or legality thereof, provided that any Lender such contest and non-compliance does not prevent Tenant from, or Issuing Lender materially interfere with Tenant, conducting its business in substantially the same manner as prior to such contest or non-compliance. Landlord shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party indemnify and save Tenant harmless from and against all claims against Tenant arising from Landlord's failure to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender comply with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent Requirements with which Landlord is required to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable comply pursuant to this Section submitted by 6.1(B). Landlord represents to Tenant that, as of the Commencement Date, Landlord has not received any Lender or Issuing Lender notice of any violation with respect to the Borrower (with a copy Real Property or the Premises which remains uncured. Section 6.2 Tenant, at its sole cost and expense and after notice to ----------- Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the Administrative Agent) shall be conclusive in the absence of manifest error. Failure legality or delay on the part applicability of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; Requirement affecting the Premises, provided that the Borrower (a) Landlord (or any Indemnitee) shall not be required subject to compensate imprisonment or to prosecution for a Lender crime, nor shall the Real Property or Issuing Lender pursuant any part thereof be subject to this Section being condemned or vacated, nor shall the certificate of occupancy for any amounts incurred more than 180 days prior the Premises or the Building be suspended or threatened to the date that such Lender be suspended by reason of noncompliance or Issuing Lender notifies the Borrower by reason of such Lender’s or Issuing Lender’s intention to claim compensation thereforcontest; provided that(b) before the commencement of such contest, if the circumstances giving rise Landlord or any Indemnitee may be subject to such claim have any civil fines or penalties or other criminal penalties or if Landlord may be liable to any independent third party as a retroactive effect, then such 180 day period shall be extended to include the period result of such retroactive effect. The obligations noncompliance, Tenant shall indemnify Landlord (and any Indemnitee) against the cost of the Borrower pursuant to this Section shall survive the termination of this Agreement such compliance and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender liability resulting from or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply incurred in the case of Taxes, which shall instead be governed exclusively by Section 4.10.connection with such contest or non-compliance; and

Requirements of Law. Borrower shall comply with all Requirements of Law except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No part of the proceeds of any transaction shall be used for any purpose that violates Regulations T, U or X of the Board of Governors of the Federal Reserve System. Borrower shall conduct diligence to confirm that no Transferor, at the time of transfer, is a Sanctioned Target. The proceeds of any transaction shall not be used, directly or indirectly, for any purpose which would breach any Anti-Corruption Laws, any Anti-Money Laundering Laws or Sanctions. Borrower shall (ai) If the adoption ofconduct its business in compliance with applicable Anti-Corruption Laws, taking effect Anti-Money Laundering Laws and Sanctions; and (ii) maintain policies and procedures designed to promote and achieve compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The repayment of any Advance or any change, in each case after the date the applicable Lender becomes a party other payment due to Administrative Agent under this Agreement or the applicable Participant acquires any other Facility Document shall not be funded, directly or, to Borrower’s knowledge after due inquiry, indirectly, with proceeds derived from a participation in all transaction prohibited by Anti-Corruption Laws, Anti-Money Laundering Laws or a portion of a Lender’s rights and obligations under this Agreement, Sanctions or in any Requirement of Law manner that would cause Borrower, or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (andknowledge of Borrower, for purposes any Affiliates of this AgreementBorrower to be in breach of any Anti-Corruption Laws, the XxxxAnti-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsMoney Laundering Laws or Sanctions. The proceeds of any Advance hereunder will not, rulesdirectly or, guidelines to Borrower’s knowledge after due inquiry, indirectly, be used to lend, contribute, or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): otherwise made available: (i) shall impose, modify to fund any activities or hold applicable any reserve, special deposit, compulsory loan business of or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit bywith a Sanctioned Target, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender be used in any manner that would be prohibited by Sanctions or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result would otherwise cause Administrative Agent to be in breach of any Sanctions. Borrower shall notify Administrative Agent in writing not more than three (3) Business Days after becoming aware of the foregoing is to increase the cost to such Lender or Issuing Lender any breach of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amountSection 11(u), then, in any such case, the Borrower shall promptly pay such Lender Section 11(v) or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof12(m). (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 8.1. Tenant shall not do, and shall not permit (to the extent Tenant has control over the same), any act or thing in or upon the Premises that would invalidate or be in conflict with the certificate of occupancy for the Premises or violate any Requirement. Tenant shall immediately take all action, including making any Requirement Alteration, that is (a) If necessary to comply with any Requirement which shall or may impose any violation, order or duty upon Landlord or Tenant arising from or in connection with the adoption ofPremises, taking effect Tenant’s occupancy, use or manner of use of the Premises or any change, installation in each case after the date the applicable Lender becomes a party to this Agreement Premises or the applicable Participant acquires a participation in all (b) required by reason of any breach of any of Tenant’s covenants or a portion of a Lender’s rights and obligations agreements under this AgreementLease, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force such Requirement shall now be in effect or hereafter enacted or issued and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen as of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):. Landlord represents and warrants to Tenant that as of the Commencement Date no condition exists with respect to the Premises that will necessitate any Requirement Alteration. Section 8.2. Tenant covenants and agrees that Tenant shall, at Tenant’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 in, on, under, about or from the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant’s Control or the breach of this Lease by Tenant or Persons Within Tenant’s Control. Tenant shall indemnify and hold harmless each Landlord Indemnitee from and against any loss, claim, cost, damage, liability or expense (iincluding reasonable attorneys’ fees and disbursements) shall imposearising by reason of any clean up, modify or hold applicable any reserveremoval, special depositremediation, 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, detoxification action or any other acquisition of funds byactivity required of, or recommended to, any office of such Lender or Issuing Lender that is not otherwise included in the determination Landlord Indemnitee by any Governmental Authority by reason of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender presence in, on, under or Issuing Lender about the Premises of any Hazardous Material as a result of or in connection with the act or omission of Tenant or Persons Within Tenant’s Control or the London interbank market breach of this Lease by Tenant or Persons Within Tenant’s Control. Landlord shall indemnify and hold harmless each Tenant Indemnitee from and against any other conditionloss, cost claim, cost, damage, liability or expense affecting this Agreement or Eurodollar Loans made (including reasonable attorneys’ fees and disbursements) arising by such Lender or any Letter of Credit or participation therein; and the result reason of any of the foregoing is to increase the cost to such Lender or Issuing Lender of makingclean up, converting intoremoval, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principalremediation, interest detoxification action or any other amount)activity required of, then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demandrecommended to, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If Tenant Indemnitee by any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event Governmental Authority by reason of which it has become so entitled. (b) If the presence in, on, under or about the Premises of any Lender Hazardous Material either in existence on the Commencement Date or Issuing Lender shall have reasonably determined that the adoption of, taking effect come to exist thereafter as a result of an act or any change in any Requirement omission of Law, in each case after the date the applicable Lender becomes a party to this Agreement Landlord or Persons Within Landlord’s Control or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes breach of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform Lease by Landlord or Persons Within Landlord’s Control. The covenants and Consumer Protection Act and all requests, rules, guidelines or directives indemnities set forth in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 8.2 shall survive the termination of this Agreement Lease. Section 8.3. Landlord represents and the payment warrants to Tenant that as of the Loans and all date hereof Landlord has received no written notice of the presence, generation, storage, disposal or other amounts payable hereunder. The Borrower shall pay use of Hazardous Materials on, in or under the Lender Premises prior to the date hereof or Issuing Lender, as the case may be, the amount shown as due on of any certificate referred violation of any applicable Requirement relating to above within thirty (30) days after receipt thereofHazardous Materials. (d) For Section 8.4. If Tenant shall receive notice of any violation of, or default under, any Requirement, lien or other encumbrance applicable to the avoidance Premises, Tenant shall give immediate written Notice thereof to Landlord. Section 8.5. If any governmental license or permit shall be required for the proper and lawful conduct of doubtTenant’s business and if the failure to secure such license or permit would, in any way, affect adversely Landlord or the foregoing provisions of this Section 4.9 Premises, then Tenant, at Tenant’s expense, shall not apply in promptly procure and thereafter maintain, submit for inspection by Landlord, and at all times comply with the case of Taxesterms and conditions of, which shall instead be governed exclusively by Section 4.10each such license or permit.

Requirements of Law. (a) If Tenant, at its sole expense, shall comply with all Legal Requirements which shall now or hereafter impose any violation, order or duty upon Landlord or Tenant with respect to the adoption ofPremises as a result of the use, taking effect of occupation or alteration thereof by Tenant. Tenant shall not do or permit to be done any change, act or thing upon the Premises which will invalidate or be in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender conflict with any request, guideline or directive (whether or not having insurance policies covering the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform Building and Consumer Protection Act fixtures and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation property therein; and shall not do, or permit anything to be done in or upon the result Premises, or bring or keep anything therein, except as now or hereafter permitted by the New York City Fire Department, New York Board of any Fire Underwriters, Xxx Xxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxtion or other authority having jurisdiction and then only in such quantity and manner of the foregoing is storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner which shall increase the We of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans in effect prior to this Lease. Any work or to reduce any amount receivable hereunder in respect thereof (whether installations made or performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in, it shall promptly notify the Borrower (with a copy conformity with, and subject to the Administrative Agent) of the event provisions of, Article 3 hereof. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure of use by Tenant, and shall make such reimbursement upon the adoption offirst day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, taking effect a schedule or "make up" of or any change in any Requirement of Law, in each case after rates for the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the New York Fire Insurance Rating Organization, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofPremises. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If Fire Insurance, Floor Loads: Prior to the adoption ofcommencement of the lease term, taking effect if Tenant is then in possession, and at all times thereafter, Tenant shall, at Tenant’s sole cost and expense, promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, or the Insurance Services Office, or any changesimilar body which shall impose any violation, in each case after order or duty upon Landlord or Tenant with respect to the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this AgreementDemised Premises, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force arising out of law) from any central bank Tenant’s use or other Governmental Authority made subsequent manner of use thereof, or, with respect to the date hereof Building, if arising out of Tenant’s use or manner of use of the Demised Premises or the Building (andincluding the use permitted under the lease). Nothing herein shall require Tenant to make structural repairs or alterations unless Tenant has, for purposes by its manner of this Agreementuse of the Demised Premises or method of operation therein, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsviolated any such laws, ordinances, orders, rules, guidelines regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent requirements with respect thereto. Tenant shall also be responsible for complying with the Americans with Disabilities Act (“ADA”) as it relates to the date hereof): (i) Demised Premises only. Landlord shall imposebe responsible for compliance with ADA as it relates to the Building generally but not the Demised Premises or any other portion of the Building occupied by other tenants. Tenant shall not permit any act or thing to be done in or to the Demised Premises which is contrary to law, modify or hold applicable any reservewhich will invalidate or be in conflict with public liability, special deposit, compulsory loan or similar requirement against assets held by, deposits fire or other liabilities in policies of insurance at any time carried by or for the account of, advances, loans or other extensions benefit of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is Landlord. Tenant shall not otherwise included keep anything in the determination Demised Premises except as now or hereafter permitted by the Fire Department, Board of the Eurodollar Rate hereunder; or (ii) shall impose on Fire Underwriters, Fire Insurance Rating Organization and other authority having jurisdiction, and then only in such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by manner and such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is quantity so as not to increase the cost rate for fire insurance applicable to such Lender or Issuing Lender of makingthe Building, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder nor use the Demised Premises in respect thereof (whether of principal, interest a manner which will increase the insurance rate for the Building or any other amount), then, property located therein over that in any such case, effect prior to the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivablecommencement of Tenant’s occupancy. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of failure to comply with the foregoing the fire insurance rate shall, at the beginning of this lease or at any time thereafter, be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that portion of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure by Tenant. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make-up” or rate for the adoption ofBuilding or Demised Premises issued by a body making fire insurance rates applicable to said Demised Premises, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the items and changes in the absence fire insurance rates applicable to the Demised Premises. Tenant shall not place a load upon any floor of manifest errorthe Demised Premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law, as further delineated in the Certificate of Occupancy for the Building, attached hereto as Exhibit E. Landlord reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Failure or delay Such installations shall be placed and maintained by Tenant, at Tenant’s expense, in settings sufficient, in Landlord’s judgement, to absorb and prevent vibration, noise and annoyance. Commencing on the part first anniversary of any Lender or Issuing Lender the Commencement Date and continuing annually thereafter throughout the term of this Lease, Tenant shall submit to demand compensation pursuant Landlord a structural inventory. Landlord shall also have the right, on an annual basis, to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that access the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior Demised Premises, subject to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of TaxesArticle 13 hereof, which shall instead be governed exclusively by Section 4.10to review Tenant’s structural loading.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof applicable to any Lender or any Issuing Lender, or compliance by any Lender or any Issuing Lender with any request, guideline request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the date hereof Closing Date (andor, for purposes of this Agreementif later, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines date on which such Lender becomes a Lender or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereofsuch Issuing Lender becomes an Issuing Lender): (i) shall subject such Lender or such Issuing Lender to any Tax of any kind whatsoever with respect to any Letter of Credit, any L/C Request or any Eurocurrency Loans made or maintained by it or its obligation to make or maintain Eurocurrency Loans, or change the basis of taxation of payments to such Lender or Issuing Lender in respect thereof, in each case, except for Non-Excluded Taxes, Taxes imposed by FATCA and Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the case of such capital, net worth or branch Taxes, imposed in lieu of such net income Tax), of such Lender, such Issuing Lender or its applicable lending office, branch, or any affiliate 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 or Issuing Lender that which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iiiii) shall impose on such Lender or such Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or condition (excluding any Letter Tax of Credit or participation thereinany kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender or such Issuing Lender, by an amount which such Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans Eurocurrency Loans, or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, upon notice to the Parent Borrower from such Lender, through the Administrative Agent in accordance herewith, the applicable Borrower shall promptly pay such Lender or such Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or such Issuing Lender for such increased cost or reduced amount receivablereceivable with respect to such Eurocurrency Loans, or Letters of Credit, provided that, in any such case, such Borrower may elect to convert the Eurocurrency Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s notice (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) of such election, in which case such Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this subsection 4.10(a) and such amounts, if any, as may be required pursuant to subsection 4.12. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphsubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the Borrower (with a copy to Parent Borrower, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender or Issuing Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection 4.10(a) submitted by such Lender or Issuing Lender, through the Administrative Agent, to the Parent Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this subsection 4.10(a), the Parent Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this subsection 4.10(a) (i) for any amounts incurred more than six months prior to the date that such Lender or Issuing Lender notifies the Parent Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor (unless the events described in the first sentence of this clause (a) giving rise to such increased costs or reductions is retroactive, then the six month period shall be extended to include the period of the retroactive effect thereof) or (ii) for any amounts, if such Lender or Issuing Lender is applying this provision to the Parent Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This subsection 4.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If any Lender or any Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or such Issuing Lender or any corporation controlling such Lender or such Issuing Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority Authority, in each case, made subsequent to the date hereof (andClosing Date, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines does or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s or ’s, Issuing Lender’s or such corporation’s capital as a consequence of its such Lender’s, or such Issuing Lender’s obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or Lender, Issuing Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Issuing Lender’s or such corporation’s policies with respect to capital adequacy)) by an amount deemed by such Lender or such Issuing Lender to be material, then from time to time, within 10 Business Days after submission by such Lender or Issuing Lender to the Parent Borrower (with a copy to through the Administrative Agent) of a written request therefortherefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or such Issuing Lender or corporation and a reasonably detailed explanation of the calculation thereof, the applicable Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A . Such a certificate as to any additional amounts payable pursuant to this Section subsection 4.10(b) submitted by any such Lender or Issuing Lender to the Borrower (with a copy to Lender, through the Administrative Agent) , to the Parent Borrower shall be conclusive in the absence of manifest error. Failure or delay on Notwithstanding anything to the part of any Lender or Issuing Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that subsection 4.10(b), the Parent Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section subsection 4.10(b) (i) for any amounts incurred more than 180 days six months prior to the date that such Lender or Issuing Lender notifies the Parent Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if therefor (unless the circumstances events described in the first sentence of this clause (b) giving rise to such claim have a retroactive effectreductions is retroactive, then such 180 day the six month period shall be extended to include the period of the retroactive effect thereof) or (ii) for any amounts, if such retroactive effectLender or Issuing Lender is applying this provision to the Parent Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. The obligations of the Borrower pursuant to this Section This subsection 4.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (dc) For Notwithstanding anything herein to the avoidance of doubtcontrary, the foregoing provisions of this Section 4.9 Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall not apply in be deemed to have been enacted, adopted or issued, as applicable, subsequent to the case of Taxes, which shall instead be governed exclusively by Section 4.10Closing Date for all purposes herein.

Requirements of Law. (a) If Section 9.1 Tenant shall not do, and shall not permit Persons Within Tenant’s Control to do, any act or thing in or upon the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement Premises or the applicable Participant acquires a participation Building which will invalidate or be in all or a portion conflict with the certificate of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 occupancy for the account ofPremises or the Building or violate any Requirements. Tenant shall, advancesat Tenant’s sole cost and expense, loans or other extensions of credit bytake all action, or including any other acquisition of funds byrequired Alterations necessary to comply with all Requirements (including, any office of such Lender or Issuing Lender that is but not otherwise included in the determination limited to, applicable terms of the Eurodollar Rate hereunder; or Americans With Disabilities Act of 1990 (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount“ADA”), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights as modified and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), then supplemented from time to time) which shall impose any violation, after submission order or duty upon Landlord or Tenant arising from, or in connection with, the Premises, Tenant’s occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a “place of public accommodation” under the ADA), or any installations in the Premises, or required by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) reason of a written request thereforbreach of any of Tenant’s covenants or agreements under this Lease, the Borrower whether or not such Requirements shall pay to such Lender now be in effect or Issuing Lender such additional amount hereafter enacted or amounts as will compensate such Lender issued, and whether or Issuing Lender or such corporation for such reduction. (c) A certificate as to not any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) work required shall be conclusive in ordinary or extraordinary or foreseen or unforeseen at the absence of manifest errordate hereof. Failure or delay on Notwithstanding the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower preceding sentence, Tenant shall not be obligated to perform any Alterations necessary to comply with any Requirements, unless compliance shall be required by reason of (i) any cause or condition arising out of any Alterations or installations in the Premises (whether made by Tenant or by Landlord on behalf of Tenant), or (ii) Tenant’s particular use, manner of use or occupancy on behalf of Tenant of the Premises (as opposed to compensate mere laboratory and office use), or (iii) any breach of any of Tenant’s covenants or agreements under this Lease, or (iv) any wrongful act or omission by Tenant or Persons Within Tenant’s Control, or (v) Tenant’s use or manner of use or occupancy of the Premises as a Lender or Issuing Lender pursuant “place of public accommodation” within the meaning of the ADA, in which event Tenant’s obligation to perform any Alteration by reason of this Section for any amounts incurred more than 180 days prior clause (v) shall apply only to the date Premises. Section 9.2 Tenant covenants and agrees that such Lender or Issuing Lender notifies Tenant shall, at Tenant’s sole cost and expense, comply at all times with all Requirements governing the Borrower use, generation, storage, treatment and/or disposal of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, any Hazardous Materials (as the case may bedefined below), the amount shown as due on any certificate referred presence of which Back to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.Contents

Requirements of Law. (a) If Prior to the adoption ofcommencement of the Lease term, taking effect if Tenant is then in possession, and at all times thereafter, Tenant shall, at Tenant’s sole cost and expense, promptly comply with all present and future laws, orders and regulations, foreseen or unforeseen, ordinary or extraordinary, of all state, federal municipal and local governments, departments, bureaus and agencies or offices thereof and of all public and quasi-public authorities and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, or the Insurance Services Office, or any changesimilar body which shall impose any violation, in each case after order or duty upon Landlord or Tenant with respect to the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this AgreementPremises, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having arising out of Tenant’s use or manner of use thereof, or, with respect to the force building, if arising out of Tenant’s use or manner of use of the Premises or the building (including the use permitted under the Lease). Tenant shall not do or permit any act or thing to be done in or to the Premises which is contrary to law) from any central bank , or which will invalidate or be in conflict with public liability, fire or other Governmental Authority made subsequent to the date hereof (and, for purposes policies of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) shall impose, modify or hold applicable insurance at any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in time carried by or for the account of, advances, loans or other extensions benefit of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is Landlord. Tenant shall not otherwise included keep anything in the determination Premises except as now or hereafter permitted by the Fire Department, Board of the Eurodollar Rate hereunder; or (ii) shall impose on Fire Underwriters, Fire Insurance Rating Organization and other authority having jurisdiction, and then only in such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by manner and in such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is quantity so as not to increase the cost rate for fire insurance applicable to such Lender or Issuing Lender of makingthe building, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder nor use the Premises in respect thereof (whether of principal, interest a manner which will increase the insurance rate for the building or any other amount), then, property located therein over that in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender commencement of Tenant’s occupancy. In the event Landlord’s fire insurance premiums are increased due to Tenant’s use or Issuing Lender notifies occupancy, including the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided thatuse mentioned in Article 12, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower Tenant shall pay the Lender or Issuing Lender, such increases to Landlord as the case may be, the amount shown as due on any certificate referred to above additional rent within thirty ten (3010) days after receipt thereofTenant receives a xxxx therefor. If the Premises are on the ground floor, Tenant shall make all repairs required by law to the sidewalks and curbs adjacent to the Premises. If Tenant shall receive a notice of violation, a copy of same shall be immediately provided to the Landlord. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a). (i) If the adoption of, taking effect of or Notwithstanding any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes provision of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives if any Change in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Law shall: (i) shall subject the Administrative Agent, any Lender or the Issuing Lender to any Taxes in connection with this Agreement or any loan, letter of credit or commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or change the basis of taxation of payments in respect thereof (except for Indemnified Taxes or Other Taxes that are the subject of Section 2.18 and the imposition of any Excluded Tax payable by such Lender or the Issuing Lender); (ii) 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 Lender or the Issuing Lender or any office of such Lender or the Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiiii) shall impose on such Lender or the Issuing Lender or the London any interbank market any other condition, cost or expense condition affecting this Agreement or Eurodollar SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or the Issuing Lender, by an amount which such Lender or the Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar SOFR Loans or issuing, maintaining or participating in Letters of Credit, or to reduce any amount received or receivable hereunder in respect thereof (whether of principal, interest or any other amountotherwise), then, in any such case, the Borrower shall promptly pay such Lender or the Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or the Issuing Lender for such increased cost or reduced amount received or receivable. If any Lender or the Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphSection, 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 reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline 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 Closing Date: (and, for purposes i) shall subject any Lender or Issuing Lender to any Taxes of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan or Term SOFR Loan made by it, or change the Xxxxbasis of taxation of payments to such Lender or Issuing Lender in respect thereof (except for Excluded Taxes, Non-Xxxxx Xxxx Street Reform Excluded Taxes and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Other Taxes); (iii) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderor Adjusted Term SOFR; or (iiiii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender, by an amount that such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or Term SOFR Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling Controlling such Lender or Issuing 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 Closing Date (andeach, for purposes of this Agreementa “Change in Law”); provided, however, that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith are and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect and adopted subsequent to be a “Change in Law,” regardless of the date hereofenacted, adopted or issued) 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 adoption, change or compliance Change in Law (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy)adequacy and liquidity) 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A Each request by a Lender or Issuing Lender for the payment of an additional amount under this Section 2.18 shall be accompanied by a certificate showing in reasonable detail the method of calculation and the allocation (which shall be reasonable) thereof. Such certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on Notwithstanding anything to the part of any Lender or Issuing Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that Section, the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days six months prior to the date that such Lender or Issuing Lender notifies the Borrower of such LenderXxxxxx’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances change in law giving rise to such claim have a retroactive effect, then such 180 day six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For If at any time any Lender shall have determined that the avoidance making or continuance of doubtany Eurodollar Loan or Term SOFR Loan has been made unlawful by any law or governmental rule, regulation or order, or any Governmental Authority has imposed material restrictions on the foregoing provisions authority of a Lender to purchase or sell, or to take deposits of, Dollars in the Londonapplicable interbank market, then such Lender shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter the Borrower shall either (x) if the affected Eurodollar Loan or Term SOFR Loans is then being made initially or pursuant to a conversion, cancel such borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to this Section 4.9 shall not apply in 2.18(d) or (y) if the case of Taxesaffected Eurodollar Loan or Term SOFR Loan is then outstanding, which shall instead upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan or Term SOFR Loan into a ABR Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be governed exclusively by treated the same pursuant to this Section 4.102.18(d).

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof applicable to any Lender or any Issuing Lender, or compliance by any Lender or any Issuing Lender with any request, guideline request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the date hereof Third Amendment Effective Date (andor, for purposes of this Agreementif later, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines date on which such Lender becomes a Lender or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereofsuch Issuing Lender becomes an Issuing Lender): (i) shall subject such Lender or such Issuing Lender to any Tax of any kind whatsoever with respect to any Letter of Credit, any L/C Request or any Eurodollar Loans made or maintained by it or its obligation to make or maintain Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof, in each case, except for Non-Excluded Taxes, Taxes imposed by FATCA and Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the case of such capital, net worth or branch Taxes, imposed in lieu of such net income Tax), of such Lender, such Issuing Lender or its applicable lending office, branch, or any affiliate 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 or Issuing Lender that which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iiiii) shall impose on such Lender or such Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or condition (excluding any Letter Tax of Credit or participation thereinany kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender or such Issuing Lender, by an amount which such Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans Loans, or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, upon notice to the Parent Borrower from such Lender, through the Administrative Agent in accordance herewith, the applicable Borrower shall promptly pay such Lender or such Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivablereceivable with respect to such Eurodollar Loans, or Letters of Credit, provided that, in any such case, such Borrower may elect to convert the Eurodollar Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Days’ notice of such election (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), in which case such Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Subsection 4.10(a) and such amounts, if any, as may be required pursuant to Subsection 4.12. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphSubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the Borrower (with a copy to Parent Borrower, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(a) submitted by such Lender, through the Administrative Agent, to the Parent Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If any Lender or any Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or such Issuing Lender or any corporation controlling such Lender or such Issuing Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority Authority, in each case, made subsequent to the date hereof (andThird Amendment Effective Date, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines does or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 such Lender’s or such Issuing Lender’s 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 adoption, change or compliance (taking into consideration such Lender’s or such Issuing Lender’s or such corporation’s policies with respect to capital adequacy)adequacy or liquidity) by an amount deemed by such Lender or such Issuing Lender to be material, then from time to time, within ten Business Days after submission by such Lender or Issuing Lender to the Parent Borrower (with a copy to through the Administrative Agent) of a written request therefortherefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or such Issuing Lender or corporation and a reasonably detailed explanation of the calculation thereof, the applicable Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A . Such a certificate as to any additional amounts payable pursuant to this Section Subsection 4.10(b) submitted by any Lender or Issuing Lender to the Borrower (with a copy to such Lender, through the Administrative Agent) , to the Parent Borrower shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (dc) For Notwithstanding anything herein to the avoidance of doubtcontrary, (i) the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Third Amendment Effective Date for all purposes herein and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the foregoing provisions of this Section 4.9 shall not apply Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have been enacted, adopted or issued, as applicable, subsequent to the case of Taxes, which shall instead be governed exclusively by Section 4.10Third Amendment Effective Date for all purposes herein.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof Restatement Effective Date (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereofRestatement Effective Date): (i) shall subject any Lender to any Tax of any kind whatsoever (other than Excluded Taxes (including any change in the rate of any Excluded Tax), Indemnified Taxes and Other Taxes which shall be governed exclusively by Section 3.10, and any Tax imposed on or measured by the net income of any Lender), with respect to this Agreement or any other Loan Document; (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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate LIBOR RateTerm SOFR hereunder; or (iiiii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar LIBOR RateSOFR Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar LIBOR RateSOFR Loans or, with respect to Taxes under clause (i) above, any Term Loan, or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledentitled and setting forth in reasonable detail such increased costs. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof Restatement Effective Date (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereofRestatement Effective Date) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 therefortherefor setting forth in reasonable detail the charge and the calculation of such reduced rate of return, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing LenderXxxxxx’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 one hundred and eighty (180) days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing LenderXxxxxx’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 one hundred and eighty (180) day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty ten (3010) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof subsequent to the Closing Date, or compliance by any Lender or Issuing Lender with any request, guideline 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 Closing Date: (and, for purposes i) shall subject any Lender or Issuing Lender to any Taxes of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the Xxxxbasis of taxation of payments to such Lender or Issuing Lender in respect thereof (except with respect to Excluded Taxes, Non-Xxxxx Xxxx Street Reform Excluded Taxes and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Other Taxes); (iii) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iiiii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender, by an amount that such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the applicable Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or liquidity or in the interpretation or application thereof subsequent to the Closing Date, or compliance by such Lender or Issuing Lender or any corporation controlling Controlling such Lender or Issuing 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 Closing Date (andeach, for purposes of this Agreementa “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith are and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect and adopted subsequent to be a “Change in Law,” regardless of the date hereof) enacted, adopted or issued), 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 the return such Lender or Issuing Lender or such corporation could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy)adequacy and liquidity) 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 applicable Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A Each request by a Lender or Issuing Lender for the payment of an additional amount under this Section 2.18 shall be accompanied by a certificate showing in reasonable detail the method of calculation and the allocation (which shall be reasonable) thereof. Such certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the applicable Administrative Agent) shall be conclusive presumed correct in the absence of manifest error. Failure or delay on Notwithstanding anything to the part of any Lender or Issuing Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that Section, the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days six months prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances Change in Law giving rise to such claim have a retroactive effect, then such 180 day six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For Subject to Section 2.16, if at any time any Lender shall have determined that the avoidance making or continuance of doubtany Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order, or any Governmental Authority has imposed material restrictions on the foregoing provisions authority of a Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then such Lender shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and to the Applicable Administrative Agent of such determination (which notice the Applicable Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter the Borrower shall either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such borrowing by giving the Applicable Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Applicable Administrative Agent pursuant to this Section 4.9 shall not apply in 2.18(d) or (y) if the case of Taxesaffected Eurodollar Loan is then outstanding, which shall instead upon at least three Business Days’ written notice to the Applicable Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a ABR Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be governed exclusively by treated the same pursuant to this Section 4.102.18(d).

Requirements of Law. Tenant shall not do, and shall not permit Persons Within Tenant's Control to do, any act or thing in or upon the demised premises or the Building which will invalidate or be in conflict with the certificate of occupancy for the demised premises or the Building or violate any Requirements. Tenant shall, at Tenant's sole cost and expense, take all action, including making any required alterations necessary to comply with all Requirements (aincluding, but not limited to, applicable terms of the Americans With Disabilities Act of 1990 (the "ADA"), as modified and supplemented from time to 4time) If which shall impose any violation, order or duty upon Landlord or Tenant arising from, or in connection with, the adoption ofdemised premises, taking effect Tenant's occupancy, use or manner of use of the demised premises (including, without limitation, any occupancy, use or manner of use that constitutes a "place of public accommodation" under the ADA), or any changeinstallations in the demised premises, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion required by reason of a Lender’s rights and obligations breach of any of Tenant's covenants or agreements under this Agreementlease, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (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 the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines extraordinary or directives in connection therewith are deemed to have gone into effect and adopted subsequent to foreseen or unforeseen at the date hereof): . Notwithstanding the preceding sentence, Tenant shall not be obligated to perform any structural alterations necessary to comply with any Requirements, unless compliance shall be required by reason of (iI) shall impose, modify any cause or hold applicable condition arising out of any reserve, special deposit, compulsory loan alterations or similar requirement against assets held by, deposits installations in the demised premises (whether made by Tenant or other liabilities in or for the account of, advances, loans or other extensions by Landlord on behalf of credit byTenant), or any other acquisition of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose Tenant's particular use, manner of use or occupancy on such Lender behalf of Tenant of the demised premises, or Issuing Lender or the London interbank market (iii) any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result breach of any of the foregoing is to increase the cost to such Lender Tenant's covenants or Issuing Lender agreements under this lease, or (iv) any wrongful act or omission by Tenant or Persons Within Tenant's Control, or (v) Tenant's use or manner of making, converting into, continuing use or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) occupancy of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s or such corporation’s capital demised premises as a consequence "place 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), then from time to time, after submission by such Lender or Issuing Lender to public accommodation" within the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations meaning of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofADA. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof applicable to any Lender or Issuing Lender, or compliance by any Lender or Issuing Lender with any request, guideline request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the date hereof Restatement Effective Date (andor, for purposes of this Agreementif later, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines date on which such Lender becomes a Lender or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereofsuch Issuing Lender becomes an Issuing Lender): (i) shall subject such Lender or Issuing Lender to any tax of any kind whatsoever with respect to any Letter of Credit Request, any Eurocurrency Loans or any BA Equivalent Loans made or maintained by it or its obligation to make or maintain Eurocurrency Loans or BA Equivalent Loans, or change the basis of taxation of payments to such Lender or Issuing Lender in respect thereof, in each case except for Non-Excluded Taxes, Taxes imposed under FATCA and taxes measured by or imposed upon the overall net income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the case of such capital, net worth or branch taxes, imposed in lieu of such net income tax), of such Lender or Issuing Lender or its applicable lending office, branch, or any affiliate 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 or Issuing Lender that which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate or BA Rate, as the case may be, hereunder; or (iiiii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or condition (excluding any Letter tax of Credit or participation thereinany kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or BA Equivalent Loans or issuing or participating in Letters of Credit or the cost to an Issuing Lender of issuing or maintaining Letters of Credit or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, upon notice to the Borrower Representative from such Lender or Issuing Lender through the Administrative Agent in accordance herewith, the applicable Borrower shall promptly pay such Lender or Issuing Lender, Lender upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivablereceivable with respect to such Eurocurrency Loans, BA Equivalent Loans or Letters of Credit, provided that, in any such case, such Borrower may elect to convert the Eurocurrency Loans and/or BA Equivalent Loans made by such Lender hereunder to ABR Loans in the applicable currency by giving the Administrative Agent at least one Business Day’s (or such shorter period as may be agreed to by the Administrative Agent) notice of such election, in which case the applicable Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this subsection 4.10(a) and such amounts, if any, as may be required pursuant to subsection 4.12. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphsubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the Borrower Representative, through the Administrative Agent certifying (with a copy x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the Administrative Agentincreased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender or Issuing Lender and a reasonably detailed explanation of the event calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by reason such Lender or Issuing Lender through the Administrative Agent to the Borrower Representative shall be conclusive in the absence of which it has become so entitledmanifest error. Notwithstanding anything to the contrary in this subsection 4.10(a), the Borrowers shall not be required to compensate a Lender (i) pursuant to this subsection 4.10(a) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower Representative of such Lender’s intention to claim compensation therefor (except that, if the adoption of or change in any Requirement of Law or in the interpretation or application thereof giving rise to such increased costs or reductions is retroactive, then provided such Lender shall, within six months of such adoption, change, interpretation or application, have notified the Borrower Representative of such Lender’s intention to claim compensation therefor, the six-month period first referred to in this sentence shall be extended to include the period of retroactive effect thereof) and (ii) for any increased costs, if such Lender is applying this provision to the Borrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other credit agreements to similarly situated borrowers. This subsection 4.10(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority Authority, in each case, made subsequent to the date hereof (andRestatement Effective Date, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines does or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s or ’s, Issuing Lender’s or such corporation’s capital as a consequence of its such Lender’s or Issuing Lender’s obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender Lender, Issuing Lender, or Issuing Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or ’s, Issuing Lender’s or such corporation’s policies with respect to capital adequacy)adequacy or liquidity) by an amount deemed by such Lender or Issuing Lender to be material, then from time to time, within 10 Business Days after submission by such Lender or Issuing Lender to the Borrower Representative (with a copy to the Administrative Agent) of a written request therefortherefor certifying (x) that one of the events described in this paragraph (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender, Issuing Lender or corporation and a reasonably detailed explanation of the calculation thereof, the applicable Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Lender, Issuing Lender or such corporation for such reduction. (c) A . Such a certificate as to any additional amounts payable pursuant to this Section subsection 4.10(b) submitted by any such Lender or Issuing Lender through the Administrative Agent to the Borrower (with a copy to the Administrative Agent) Representative shall be conclusive in the absence of manifest error. Failure or delay on Notwithstanding anything to the part of any Lender or Issuing Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that subsection 4.10(b), the Borrower Borrowers shall not be required to compensate a Lender or Issuing Lender (i) pursuant to this Section subsection 4.10(b) for any amounts incurred more than 180 days six months prior to the date that such Lender or Issuing Lender notifies the Borrower Representative of such Lender’s intention to claim compensation therefor (except that, if the adoption of or Issuing change in any Requirement of Law or in the interpretation or application thereof giving rise to such increased costs or reductions is retroactive, then provided such Lender shall, within six months of such adoption, change, interpretation or application, have notified the Borrower Representative of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise six-month period first referred to such claim have a retroactive effect, then such 180 day period in this sentence shall be extended to include the period of retroactive effect thereof) and (ii) for any increased costs, if such retroactive effectLender is applying this provision to the Borrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other credit agreements to similarly situated borrowers. The obligations of the Borrower pursuant to this Section This subsection 4.10(b) shall survive the termination of this Agreement and the payment of the Revolving Credit Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (dc) For Notwithstanding anything to the avoidance of doubtcontrary in this subsection 4.10, the foregoing provisions Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Restatement Effective Date for all purposes herein. This subsection 4.10(c) shall survive the termination of this Section 4.9 shall not apply in Agreement and the case payment of Taxes, which shall instead be governed exclusively by Section 4.10the Revolving Credit Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of, taking effect of or Notwithstanding any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes provision of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives if any Change in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Law shall: (i) shall subject the Administrative Agent, any Lender or the Issuing Lender to any Taxes in connection with this Agreement or any loan, letter of credit or commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or change the basis of taxation of payments in respect thereof (except for Indemnified Taxes or Other Taxes that are the subject of Section 2.18 and the imposition of any Excluded Tax payable by such Lender or the Issuing Lender); (ii) 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 Lender or the Issuing Lender or any office of such Lender or the Issuing Lender (except any such reserve requirement that is not otherwise included in the determination of the Eurodollar Rate hereunder); or (iiiii) shall impose on such Lender or the Issuing Lender or the London interbank market any other condition, cost or expense condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or the Issuing Lender, by an amount which such Lender or the Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing, maintaining or participating in Letters of Credit, or to reduce any amount received or receivable hereunder in respect thereof (whether of principal, interest or any other amountotherwise), then, in any such case, the Borrower shall promptly pay such Lender or the Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or the Issuing Lender for such increased cost or reduced amount received or receivable. If any Lender or the Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphSection, 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 the Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or in the interpretation liquidity requirements has or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or liquidity (or on the capital or liquidity of such corporationLender’s capital or the Issuing Lender’s holding company) as a consequence of its obligations hereunder this Agreement or under the Loans made or participations in respect of any Letter Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Lender pursuant hereto to a level below that which such Lender or the Issuing Lender of such Lender’s or such corporation the Issuing Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or such corporationthe Issuing Lender’s policies holding company with respect to capital adequacy)adequacy or liquidity requirements) by an amount deemed by such Lender or the Issuing Lender to be material, then from time to time, after submission by such Lender or the Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or the Issuing Lender such additional amount or amounts as will compensate such Lender or the Issuing Lender or such corporation Lender’s or the Issuing Lender’s holding company for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or the Issuing Lender or their respective applicable holding company to the Borrower setting out in reasonable detail the method of determination of such additional amounts (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.manifest

Requirements of Law. (a) If the adoption A. Tenant at its sole cost and expense shall comply with all Legal Requirements and Insurance Requirements in respect of, taking effect of or any changerelating to, in each case after the date the applicable Lender becomes a party to this Agreement Premises or the applicable Participant acquires a participation in all use and occupation thereof, xxxxx any nuisance in, on or a portion of a Lender’s rights and obligations under this Agreementabout the Premises, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender comply with any requestorder or duty on Landlord or Tenant, guideline or directive (whether or not having the force of law) from and discharge any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result violations of any of the foregoing is to increase the cost to such Lender Legal Requirements or Issuing Lender of makingInsurance Requirements, converting intoprovided, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principalhowever, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower Tenant shall not be required to compensate make any structural Alterations to the Premises, or capital improvements, to so comply with Legal Requirements and Insurance Requirements unless and to the extent caused by (i) any acts, failure to act or negligence of Tenant, its agents, contractors, subcontractors, invitees or employees, (ii) Tenant’s specific use of the Premises or particular manner of use, (iii) any Alterations made by Tenant and (iv) a Lender breach by Tenant of its obligations under this Lease. Any of the foregoing structural or Issuing Lender capital work, other than as described in (i)-(iv) above, shall be Landlord’s responsibility. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with any insurance policies covering the Building and fixtures and property therein; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Fire Department having jurisdiction over the Premises, New York Board of Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate for fire insurance applicable to the Building, or use the Premises in a manner which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect prior to this Lease. Any work or installation made or performed by or on behalf of Tenant or any person claiming through or under Tenant pursuant to this Section for any amounts incurred more than 180 days prior Article shall be made in conformity with, and subject to the date that provisions of, Article 3 hereof. In any action or proceeding wherein Landlord and Tenant are parties, a schedule of “make up” rates for the Building or the Premises issued by the New York Fire Insurance Rating Organization, or other body fixing such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided thatfire insurance rates, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations conclusive evidence of the Borrower pursuant to this Section shall survive the termination of this Agreement facts therein stated and the payment of the Loans several items and all other amounts payable hereunder. The Borrower shall pay charges in the Lender or Issuing Lender, as fire insurance rates then applicable to the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofPremises. (d) For B. In furtherance of the avoidance of doubt, the foregoing provisions of this Section 4.9 9.A above, Tenant shall not apply at all times comply with the provisions of Americans with Disabilities Act, Title III (“ADA”) and make all changes and modifications to the Premises required thereby, whether structural or non-structural, in accordance with the provisions of Article 6 hereof and Tenant shall indemnify and hold Landlord harmless from and against any losses, costs, damages or claims of whatever nature, arising out of or in connection with the compliance requirements set forth in the case ADA, relating to design, renovation, alteration and/or construction of Taxes, which shall instead be governed exclusively by Section 4.10the Premises.

Requirements of Law. SECTION 6.1. Tenant, at its sole cost and expense shall comply with all Requirements applicable to the Premises, including, without limitation, those applicable to the making of any Alterations therein or the result of the making thereof and those applicable by reason of the nature or type of business operated by Tenant in the Premises. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard "all-risk" insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate for fire insurance applicable to the Building, or use the Premises in a manner (as opposed to mere use as general "offices") which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect on the Commencement Date. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant, and shall make such reimbursement upon demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the Building or the Premises issued by the Insurance Services Office, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building. SECTION 6.2. Tenant, at its sole cost and expense and after notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises, provided that (a) If the adoption of, taking effect of Landlord (or any changeIndemnitee) shall not be subject to imprisonment or to prosecution for a crime, in each case after nor shall the date Real Property or any part thereof be subject to being condemned or vacated, nor shall the applicable Lender becomes a party to this Agreement certificate of occupancy for the Premises or the applicable Participant acquires a participation in all Building be suspended or a portion threatened to be suspended by reason of a Lender’s rights and obligations under this Agreementnon-compliance or by reason of such contest; (b) before the commencement of such contest, in if Landlord or any Requirement of Law Indemnitee may be subject to any civil fines or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank penalties or other Governmental Authority made subsequent criminal penalties or if Landlord may be liable to the date hereof (andany independent third party as a result of such noncompliance, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed Tenant shall furnish to have gone into effect and adopted subsequent to the date hereof): Landlord either (i) 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 a bond of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is a surety company satisfactory to increase the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), thenLandlord, in any such caseform and substance reasonably satisfactory to Landlord, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary and in an amount equal to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower one hundred twenty percent (with a copy to the Administrative Agent120%) of the event sum of (A) the cost of such compliance, (B) the criminal or civil penalties or fines that may accrue by reason of which it has become so entitled. such non-compliance (bas reasonably estimated by Landlord), and (C) If the amount of such liability to independent third parties (as reasonably estimated by Landlord), and shall indemnify Landlord (and any Lender Indemnitee) against the cost of such compliance and liability resulting from or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives incurred in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on with such Lender’s contest 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 adoption, change or non-compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided except that the Borrower Tenant shall not be required to compensate a Lender or Issuing Lender pursuant furnish such bond to this Section for Landlord if it has otherwise furnished any amounts incurred more than 180 days prior similar bond required by law to the date that appropriate Governmental Authority and has named Landlord as a beneficiary thereunder) or (ii) other security reasonably satisfactory in all respects to Landlord; (c) such Lender non-compliance or Issuing Lender notifies contest shall not constitute or result in a violation (either with the Borrower giving of notice or the passage of time or both) of the terms of any Mortgage or Superior Lease, or if such Superior Lease or Mortgage shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status of such Lender’s proceedings. Without limiting the applicability of the foregoing, Landlord (or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period any Indemnitee) shall be extended deemed subject to include the period prosecution for a crime if Landlord (or any Indemnitee), a Lessor, a Mortgagee or any of their officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatsoever, unless such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender charges are withdrawn ten (10) days before Landlord (or Issuing Lenderany Indemnitee), such Lessor or such Mortgagee or such officer, director, partner, shareholder, agent or employee, as the case may be, the amount shown as due on any certificate referred is required to above within thirty (30) days after receipt thereofplead or answer thereto. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If Tenant shall comply with all Legal Requirements which shall impose any violation, order or duty upon Landlord or Tenant with respect to the adoption ofdemised premises, taking or the use or occupation thereof; provided, however, the same relates to the demised premises (but only insofar as it relates to the demised premises and arises out of Tenant's specific manner of use of the demised premises), or if it relates to another portion of the Building, arises out of the specific manner of use and occupancy of the demised premises by Tenant. Notwithstanding the foregoing, Tenant shall not be responsible to comply with any Legal Requirements to the extent that such compliance is required (i) as a result of conditions which exist in the demised premises on the Commencement Date and which then constitute violations of Legal Requirements to the extent such Legal Requirements are in effect on the Commencement Date or (ii) as a result of or the presence on the Commencement Date of materials in the Building which as of the Commencement Date are deemed hazardous and which as of the Commencement Date are required to be removed under Legal Requirements except to the extent that Tenant shall have installed any changesuch materials in the Building. To the best of Landlord's knowledge, in each case after as of the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreementhereof, in any Requirement of Law or there are in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having demised premises no current violations of Legal Requirements applicable to the force existing condition of law) from any central bank or other Governmental Authority made subsequent to the demised premises as of the date hereof (and, for purposes which would adversely affect the commencement or prosecution of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included Tenant's Work in the determination of demised premises. Tenant shall pay all the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other conditioncosts, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; expenses, fines, penalties and the result of any of the foregoing is to increase the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, damages which may be imposed upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event Landlord by reason of or arising out of Tenant's failure to fully and promptly comply with and observe the provisions of this Section. Without limiting the generality of the foregoing, Tenant, at Tenant's expense, shall cause the demised premises to be fully sprinklered in accordance with the requirements of the Building Code of The City of New York and all applicable rules and regulations pertaining thereto and Landlord shall connect same to the Building system. Landlord shall be responsible, at Landlord's expense, which it has become so entitledshall be includable in Expenses unless specifically stated otherwise, for compliance with all other Legal Requirements with respect to the demised premises and the Building common areas to the extent that failure to comply affects Tenant's use of the demised premises. (b) If any Lender Tenant shall be obligated to perform structural work in the demised premises or Issuing Lender shall have reasonably determined that the adoption ofwork on Building HVAC, taking effect of plumbing, electrical or any change in any Requirement of Lawmechanical systems, which, in each case either case, is required by Legal Requirements, only if such work: (A) is required by reason of a condition which has been created by or at the instance of Tenant, (B) is attributable to the specific use or manner of use to which Tenant puts the demised premises other than ordinary office use in a customary manner, or (C) is required by a reason of a breach of any of Tenant's covenants and agreements under this Lease, which remains uncured after notice by Landlord and the date expiration of the applicable Lender becomes a party to this Agreement or cure period. In all other circumstances Landlord shall perform such structural work, and the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application cost thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent shall be included within Expenses pursuant to the date hereof (and, for purposes provisions of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date Article 3 hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions purposes of this Section 4.9 8.01 the phrase "TENANT'S MANNER OF USE" or "THE SPECIFIC USE" or "MANNER OF USE TO WHICH TENANT PUTS THE DEMISED PREMISES", or any other phrase of substantially similar import shall not apply be construed to include use of the premises as a "PUBLIC ACCOMMODATION" under the Disabilities Act, as such term is defined in the case of Taxes, which shall instead be governed exclusively by Section 4.1022.04 hereof.

Requirements of Law. (a) If the adoption ofTenant, taking effect at Tenant’s sole expense, shall promptly comply with all present and future laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition of funds bysimilar body which shall now or hereafter impose any violation, any office of such Lender order or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender duty upon Landlord or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies Tenant with respect to capital adequacy)the Premises as a result of the particular manner of use or the alteration thereof by Tenant, then from time provided that, except with respect to timean alteration of the Premises by Tenant, 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower Tenant shall not be required to compensate make any structural or exterior repairs. Tenant shall not, in its manner of use of the Premises, do or permit to be done any act or thing upon the Premises which is contrary to and will invalidate or be in conflict with any public liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord with respect to the Building and fixtures and property therein, or which shall subject Landlord to any liability to any person or for property damage. Tenant shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner as not to increase the insurance rate applicable to the Building, or use the Premises in a Lender manner which shall increase the rate of fire insurance on the Building over that in effect prior to this Lease. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or Issuing Lender at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant, and Tenant shall make such reimbursement upon the first day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the Building or the Premises issued by the New York Fire Insurance Rating Organization, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Premises. Any work or installations made or performed by or on behalf of Tenant or any person claiming through or under Tenant pursuant to this Section for any amounts incurred more than 180 days prior Article shall be made in conformity with, and subject to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided thatprovisions of, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofArticle 3 hereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, Change in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Law: (i) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, insurance charge, liquidity, 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 or such Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderTerm Benchmark; or (iiiii) shall impose on such Lender or such Issuing Lender or the London applicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein(other than Taxes); and the result of any of the foregoing is to increase the cost to such Lender or such Issuing Lender, by an amount that such Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Term Benchmark Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, the Borrower shall promptly pay such Lender or such Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or such Issuing Lender for such increased cost or reduced amount receivable. If any Lender or any Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or any Issuing Lender shall have reasonably determined that the adoption ofany Change in Law regarding capital, taking effect of reserve or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement liquidity requirements or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) ratios shall have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such corporationLender’s capital or Issuing Lender’s holding company, if any, as a consequence of its obligations hereunder or under or in respect of any Letter Letters of Credit to a level below that which such Lender or such Issuing Lender or such corporation Lender’s or Issuing Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or such Issuing Lender’s or such corporationholding company’s policies with respect to capital adequacy)) by an amount deemed by such Lender or such Issuing Lender to be material, then from time to time, after submission by such Lender or such Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or such Issuing Lender such additional amount or amounts as will compensate such Lender or such Issuing Lender or such corporation holding company for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section 2.16 submitted by any Lender or any Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on Notwithstanding anything to the part of any Lender or Issuing Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that 2.16, the Borrower shall not be required to compensate a Lender or an Issuing Lender pursuant to this Section 2.16 for any amounts incurred more than 180 days six months prior to the date that such Lender or such Issuing Lender notifies the Borrower of such Lender’s or such Issuing Lender’s intention to claim compensation therefor; provided thatprovided, that if the circumstances giving rise to such claim have a retroactive effect, then such 180 day six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.16 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the such Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate referred to above within thirty (30) days 10 Business Days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions purposes of this Section 4.9 2.16, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall be deemed to have been introduced and adopted after the date of this Agreement. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation for costs imposed pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III if it shall not apply be the general policy of such Lender at such time to seek compensation from other investment grade borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation and the case applicable Lender is in fact generally seeking such compensation from such borrowers (and, upon any request by such Lender for payment, certifies to the Borrower to the effect of Taxes, which shall instead be governed exclusively by Section 4.10the foregoing).

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof applicable to any Lender or any Issuing Lender, or compliance by any Lender or any Issuing Lender with any request, guideline request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the date hereof Closing Date (andor, for purposes of this Agreementif later, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines date on which such Lender becomes a Lender or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereofsuch Issuing Lender becomes an Issuing Lender): (i) shall subject such Lender or such Issuing Lender to any Tax of any kind whatsoever with respect to any Letter of Credit, any L/C Request or any Eurocurrency Loans made or maintained by it or its obligation to make or maintain Eurocurrency Loans, or change the basis of taxation of payments to such Lender or Issuing Lender in respect thereof, in each case, except for Non-Excluded Taxes, Taxes imposed by FATCA and Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the case of such capital, net worth or branch Taxes, imposed in lieu of such net income Tax), of such Lender, such Issuing Lender or its applicable lending office, branch, or any affiliate 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 or Issuing Lender that which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iiiii) shall impose on such Lender or such Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or condition (excluding any Letter Tax of Credit or participation thereinany kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender or such Issuing Lender, by an amount which such Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans Eurocurrency Loans, or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, upon notice to the Parent Borrower from such Lender, through the Administrative Agent in accordance herewith, the applicable Borrower shall promptly pay such Lender or such Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or such Issuing Lender for such increased cost or reduced amount receivablereceivable with respect to such Eurocurrency Loans, or Letters of Credit, provided that, in any such case, such Borrower may elect to convert the Eurocurrency Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s notice (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) of such election, in which case such Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this subsection 4.10(a) and such amounts, if any, as may be required pursuant to subsection 4.12. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraphsubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the Borrower (with a copy to Parent Borrower, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender or Issuing Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection 4.10(a) submitted by such Lender or Issuing Lender, through the Administrative Agent, to the Parent Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this subsection 4.10(a), the Parent Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this subsection 4.10(a) (i) for any amounts incurred more than six months prior to the date that such Lender or Issuing Lender notifies the Parent Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor or (ii) for any amounts, if such Lender or Issuing Lender is applying this provision to the Parent Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This subsection 4.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If any Lender or any Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or such Issuing Lender or any corporation controlling such Lender or such Issuing Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority Authority, in each case, made subsequent to the date hereof (andClosing Date, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines does or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s or ’s, Issuing Lender’s or such corporation’s capital as a consequence of its such Lender’s, or such Issuing Lender’s obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or Lender, Issuing Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Issuing Lender’s or such corporation’s policies with respect to capital adequacy)) by an amount deemed by such Lender or such Issuing Lender to be material, then from time to time, within ten Business Days after submission by such Lender or Issuing Lender to the Parent Borrower (with a copy to through the Administrative Agent) of a written request therefortherefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or such Issuing Lender or corporation and a reasonably detailed explanation of the calculation thereof, the applicable Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A . Such a certificate as to any additional amounts payable pursuant to this Section subsection 4.10(b) submitted by any such Lender or Issuing Lender to the Borrower (with a copy to Lender, through the Administrative Agent) , to the Parent Borrower shall be conclusive in the absence of manifest error. Failure or delay on Notwithstanding anything to the part of any Lender or Issuing Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that subsection 4.10(b), the Parent Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section subsection 4.10(b) (i) for any amounts incurred more than 180 days six months prior to the date that such Lender or Issuing Lender notifies the Parent Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided thattherefor or (ii) for any amounts, if such Lender or Issuing Lender is applying this provision to the circumstances giving rise Parent Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectsimilarly situated borrowers. The obligations of the Borrower pursuant to this Section This subsection 4.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (dc) For Notwithstanding anything herein to the avoidance of doubtcontrary, the foregoing provisions of this Section 4.9 Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall not apply in be deemed to have been enacted, adopted or issued, as applicable, subsequent to the case of Taxes, which shall instead be governed exclusively by Section 4.10Closing Date for all purposes herein.

Requirements of Law. (a) If the adoption ofTenant, taking effect at Tenant's sole expense, shall promptly comply with all present and future laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition similar body which shall now or hereafter impose any violation, order or duty (collectively, the "Legal Requirements" and individually, a "Legal Requirement") upon Landlord or Tenant with respect to the Premises as a result of funds byTenant's particular use or occupation or the alteration thereof by Tenant (as opposed to Tenant's "mere" office use). Tenant shall not be responsible for complying with any Legal Requirement that requires modifications to the Building outside of the Premises unless compliance with such Legal Requirement is necessitated by or in connection with an act or omission of Tenant or any person or entity acting by or on behalf of Tenant, including, without limitation, any office Alteration by Tenant or any of such Lender its subtenants or Issuing Lender that is not otherwise included in the determination Tenant's or any of its subtenants' particular manner of use of the Eurodollar Rate hereunder; or Premises (ii) as opposed to Tenant's "mere" office use). Tenant shall impose on not do or permit to be done any act or thing upon the Premises which is contrary to and will invalidate or be in conflict with any public liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord with respect to the Building and fixtures and property therein, or which shall or might subject Landlord to any liability or responsibility to any person or for property damage. Tenant shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; quantity and the result of any of the foregoing is manner as not to increase the cost insurance rate applicable to the Building, or use the Premises in a manner which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect prior to this Lease. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such Lender failure of use by Tenant, and shall make such reimbursement upon the first day of the month following such outlay by Landlord. In any action or Issuing Lender proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of makingrates for the Building or the Premises issued by the New York Fire Insurance Rating Organization, converting intoor other body fixing such fire insurance rates, continuing shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Premises. Any work or maintaining Eurodollar Loans installations made or to reduce any amount receivable hereunder in respect thereof (whether performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in conformity with, it shall promptly notify the Borrower (with a copy and subject 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 reasonably determined that the adoption provisions of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date Article 3 hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 8.1. Tenant shall not do, and shall not permit Persons Within Tenant’s Control to do, any act or thing in or upon the Premises or the Buildings which will invalidate or be in conflict with the certificate of occupancy for the Premises or the Buildings or violate any Requirements or Restrictive Covenants. Tenant shall, at Tenant’s sole cost and expense, take all action, including making any required Alterations necessary to comply with all Requirements (aincluding, but not limited to, applicable terms of the ADA) If which shall impose any violation, order or duty upon Landlord or Tenant arising from, or in connection with, the adoption ofPremises, taking effect Tenant’s occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a “place of public accommodation” under the ADA) or any changeinstallations by Tenant in the Premises, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion required by reason of a Lenderbreach of any of Tenant’s rights and obligations covenants or agreements under this AgreementLease, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (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 the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines extraordinary or directives in connection therewith are deemed to have gone into effect and adopted subsequent to foreseen or unforeseen at the date hereof):; provided, however, that Landlord shall be responsible for complying with such Requirement or Restrictive Covenant and for the cost of such compliance if and to the extent that non-compliance arose because of the acts or omissions of Landlord. Section 8.2. Tenant covenants and agrees that Tenant shall, at Tenant’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 (i) as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant’s Control or the breach of this Lease by Tenant or Persons Within Tenant’s Control. The term “Hazardous Materials” shall impose, modify mean any biologically or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits chemically active or other liabilities 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 for pursuant to the account ofComprehensive Environmental Response, advancesCompensation and Liability Act, loans 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 as such under any other extensions Requirements. Tenant shall indemnify, defend and hold harmless all Landlord Indemnitees from and against any loss, cost, damage, liability or expense (including reasonable attorneys’ fees and disbursements) arising by reason of credit byany clean up, removal, remediation, detoxification action or any other acquisition activity required of funds by, any office of such Lender Landlord Indemnitees or Issuing Lender that is not otherwise included in the determination Tenant Indemnities by any Governmental Authority by reason of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender presence in or Issuing Lender about the Building or the London interbank market Premises of any other conditionHazardous Materials, cost as a result of or in connection with the act or omission of Tenant or Persons Within Tenant’s Control or the breach of this Lease by Tenant or Persons Within Tenant’s Control. Landlord shall indemnify, defend and hold harmless all Tenant Indemnitees from and against any loss, cost, damage, liability or expense affecting this Agreement or Eurodollar Loans made (including reasonable attorneys’ fees and disbursements) arising by such Lender or any Letter of Credit or participation therein; and the result reason of any of the foregoing is to increase the cost to such Lender or Issuing Lender of makingclean up, converting intoremoval, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principalremediation, interest detoxification action or any other amount), then, in activity required of any such case, the Borrower shall promptly pay such Lender Landlord Indemnitees or Issuing Lender, upon its demand, Tenant Indemnities by any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event Governmental Authority by reason of which it has become so entitled. (b) If the presence in or about the Building or the Premises of any Lender or Issuing Lender shall have reasonably determined that the adoption ofHazardous Materials, taking effect as a result of or any change in any Requirement connection with the act or omission of Law, in each case after the date the applicable Lender becomes a party to this Agreement Landlord or Persons Within Landlord's Control or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes breach of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines Lease by Landlord or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectPersons Within Landlord's Control. The obligations of the Borrower pursuant to this Section foregoing covenants and indemnity shall survive the expiration or any termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofLease. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, Change in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):shall: (i) 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 Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Lender; (ii) subject any Lender or any Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender or such Issuing Lender in respect thereof (except for taxes covered by Section 2.17 and changes in the rate of tax on the net income or franchise taxes of such Lender or Issuing Lender that is not otherwise included in or a surcharge on the determination net income or franchise taxes of the Eurodollar Rate hereundersuch Lender or Issuing Lender); or (iiiii) shall impose on such Lender or any Lender, any Issuing Lender or the London interbank market Relevant Interbank Market any other condition, cost or expense affecting this Agreement or Eurodollar Loans any LIBOR Loan made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Issuing Lender of makingparticipating in, converting into, continuing issuing or maintaining Eurodollar Loans any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any amount sum received or receivable by such Lender or such Issuing Lender hereunder in respect thereof (whether of principal, interest or any other amount), ) then, in any such case, the Borrower shall promptly pay upon request of such Lender or such Issuing Lender, upon its demandthe Borrowers will pay to such Lender or such Issuing Lender, any as the case may be, such additional amount or amounts necessary to as will compensate such Lender or such Issuing Lender Lender, as the case may be, for such increased cost additional costs incurred or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledreduction suffered. (b) If any Lender or any Issuing Lender shall have reasonably determined determines that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by Law affecting such Lender or such Issuing Lender or any corporation controlling lending office of such Lender or such Lender’s or such Issuing Lender with any request or directive Lender’s holding company, if any, regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines liquidity requirements has or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such corporationIssuing Lender’s capital holding company, if any, as a consequence of its obligations hereunder this Agreement, the Commitments of such Lender or the Loans or other extensions of credit extended under any Loan Document made by, or participations in respect of any Letter Letters of Credit or any extensions of credit under any Loan Document held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such corporation Lender’s or such Issuing Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such corporationIssuing Lender’s policies holding company with respect to capital adequacyadequacy and liquidity), then from time to time, after submission by such Lender or Issuing Lender to time the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall Borrowers will pay to such Lender or such Issuing Lender Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Lender or such corporation Lender’s or such Issuing Lender’s holding company for any such reductionreduction suffered. (c) A certificate Each Lender and each Issuing Lender agrees that it will use reasonable efforts in order to avoid or to minimize, as to the case may be, the payment by the Borrowers of any additional amounts payable pursuant to this Section submitted by any amount under subsections 2.16(a) or (b); provided, however, that no Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive obligated to incur any expense, cost or other amount in the absence of manifest error. connection with utilizing such reasonable efforts. (d) Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section for any increased costs or reduction in amounts received or receivable or reduction in return on capital (“Costs”) shall not constitute a waiver of such Lender’s or such Issuing Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required under any obligation to compensate a any Lender or Issuing Lender pursuant under paragraph (a) or (b) above with respect to this Section for Costs with respect to any amounts incurred more than 180 days period prior to the date that is three months prior to the date such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, knew or should reasonably have been expected to be aware of (i) the circumstances giving rise to such Costs, (ii) the fact that such circumstances would in fact result in a claim for increased compensation by reason of such Costs, and (iii) the exact amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, such Costs; provided further that the foregoing provisions limitation shall not apply to any Costs arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such three month period. The protection of this Section 4.9 shall not apply be available to each Lender and each Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the change in the case of Taxesany guideline, which directive or other Law that shall instead be governed exclusively by Section 4.10have occurred or been imposed.

Requirements of Law. Section 6.1. (aA) If the adoption ofTenant, taking effect of or any changeat its sole cost and expense, in each case after the date the shall comply with all Requirements applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (anduse and occupancy of the Premises, for purposes of this Agreementincluding, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestswithout limitation, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent those applicable to the date hereof): (i) shall impose, modify making of any Alterations therein 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any the making thereof and those applicable by reason of the foregoing is nature or type of business operated by Tenant in the Premises except that (other than with respect to the making of Alterations or the result of the making thereof) Tenant shall not be under any obligation to make any Alteration in order to comply with any Requirement applicable to the mere general "office" use (as opposed to the manner of use) of the Premises, unless otherwise expressly required herein. Tenant shall not do or permit to be done 18 any act or thing upon the Premises which will invalidate or be in conflict with a standard "all-risk" insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the New Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Xxxrd of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner (as opposed to mere use as general "offices") which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, effect on the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivableCommencement Date. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure by Tenant, and shall make such reimbursement upon demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the Insurance Services Office, or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by other body fixing such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent fire insurance rates which is promulgated prior to the date hereof (andquestioned action or use by Tenant, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofBuilding. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, Change in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):shall: (i) 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 or Issuing Lender that is not otherwise included (except any reserve requirement reflected in the determination Eurocurrency Rate) or any Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the Eurodollar Rate hereunderdefinition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiiii) shall impose on such any Lender or any Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.; (b) If any Lender or Issuing Lender shall have reasonably determined determines that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by Law affecting such Lender or Issuing Lender or any corporation controlling lending office of such Lender or such Lender’s or Issuing Lender with any request or directive Lender’s holding company, if any, regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (andliquidity requirements, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines has or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such corporationLender’s capital or Issuing Lender’s holding company, if any, as a consequence of its obligations hereunder this Agreement, the Commitments of such Lender or under the Loans made by, or participations in respect of any Letter Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Lender, to a level below that which such Lender or Issuing Lender or such corporation Lender’s or Issuing Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or such corporationIssuing Lender’s policies holding company with respect to capital adequacy), then from time to time, after submission by such Lender or Issuing Lender to time the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall will pay to such Lender or Issuing Lender Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation Lender’s or Issuing Lender’s holding company for any such reductionreduction suffered. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower (with a copy to the Administrative Agent) Borrower, shall be conclusive in the absence of absent manifest error. The Borrower shall pay such Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts increased costs incurred or reductions suffered more than 180 days nine months prior to the date that such Lender or Issuing Lender Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided therefor (except that, if the circumstances Change in Law giving rise to such claim have a retroactive effectincreased costs or reductions is retroactive, then such 180 day the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). Increased costs because of a Change in Law resulting from the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and Basel III may only be requested by a Lender imposing such retroactive effect. The obligations of increased costs on borrowers similarly situated to the Borrower pursuant under syndicated credit facilities comparable to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable those provided hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If Tenant, at Tenant's sole cost and expense, shall comply with all laws, orders and regulations of federal, state, county and municipal authorities, and with any direction of any public officer or officers, pursuant to law, which shall impose any violation, order or duty upon Landlord or Tenant with respect to the adoption ofdemised premises, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all use or a portion of a Lender’s rights and obligations under this Agreement, in occupation thereof except that Tenant shall not be responsible for making any Requirement of Law or alterations in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender demised premises in order to comply with any requestLegal Requirement which is applicable to ordinary "office" use of the demised premises as opposed to Tenant's particular manner of use of the demised premises, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): unless such alteration (i) shall impose, modify or hold applicable is required as a result of the making of 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 alteration by, or any other acquisition of funds byon behalf of, any office of such Lender Tenant pursuant to Articles 6 and/or 44 hereof, or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender arises out of, or Issuing Lender is in connection with, the making of, or the London interbank market constitutes a modification of, any other condition, cost or expense affecting this Agreement or Eurodollar Loans alteration previously made by such Lender or any Letter of Credit or participation therein; or, on behalf of, Tenant. Landlord shall be responsible for compliance with all other Legal Requirements which affect Tenant's use and the result of any occupancy of the foregoing is to increase demised premises and which are not the cost to such Lender or Issuing Lender obligation of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivableTenant under this Lease. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.XXXX XXX XXXXXX/XXXXX - LEASE PT I (b) If any Lender or Issuing Lender Notwithstanding anything to the contrary in the Lease, Tenant shall have reasonably determined that be responsible for the adoption ofcost of all present and future compliance with the Disabilities Act, taking effect of or any change as defined in any Requirement of LawSection 22.04 hereof, in each case after the date demised premises, except only to the applicable Lender becomes a party to this Agreement or extent that Landlord is responsible for such compliance only (i) within the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or core bathrooms in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy demised premises (whether or not having the force of law) from any Governmental Authority made subsequent but only to the date hereof (and, for purposes extent expressly set forth as part of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date Landlord's Work on Exhibit C hereof) 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 adoption, change or compliance and (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies ii) with respect to capital adequacythe elevator call panels located on the seventh (7th), then from time to time, after submission by such Lender or Issuing Lender to eighth (8th) and ninth (9th) floor elevator lobbies of the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reductionBuilding. (c) A certificate as Without limiting the generality of the foregoing, tenant, at Tenant's expense, shall cause the demised premises to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender be fully sprinklered in accordance with the requirements of the Building Code of The City of New York and all applicable rules and regulations pertaining thereto and Landlord shall connect same to the Borrower (Building system, such connection to be at Landlord's cost and expense with a copy respect to Tenant's Work, as set forth in subsection 44.02(g) hereof, including without limitation the Administrative Agentcost to connect Tenant's Pre Action Sprinkler, the "Air-Cooled Units" defined in Section 21.01(a) shall be conclusive in the absence of manifest error. Failure or delay on the hereof and supplemental air-cooled HVAC units installed by Tenant as part of any Lender Tenant's Work, it being understood and agreed, however, that Landlord shall have no liability to maintain Tenant's Pre-Action Sprinkler or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofsupplemental HVAC units. (d) For In the avoidance event that there shall be discovered in the demised premises (including, without limitation, any additional space included within the demised premises pursuant to Article 46 or 47 hereof) or the Basement Space any asbestos-containing materials which are required by Legal Requirements to be removed, encapsulated or abated for any of doubtthe following reasons: (i) in order to obtain a New York City Form ACP-5 in connection with the performance of Alterations permitted to be performed hereunder by Tenant, (ii) by reason of Landlord's failure to remove asbestos in accordance with Landlord's asbestos report, a copy of which has been previously delivered to Tenant or in accordance with subsection 45.01(a), 46.02(v)(A) or 47.09(A) hereof, or (iii) by reason of a future change in Legal Requirements pursuant to which the mere presence of asbestos-containing materials in the demised premises would give rise to the obligation to remove, xxxxx or encapsulate same, then provided that such asbestos-containing materials shall not have been introduced therein by Tenant or anyone claiming under Tenant, Landlord shall be responsible for, and shall perform, such removal, encapsulation or abatement. 8.02. Notwithstanding the provisions of Section 8.01 hereof, Tenant, at its own cost and expenses in its name and/or (whenever necessary) Landlord's name, may contest, in any manner permitted by law (including appeals to a court, or governmental department or authority having PARK AVE ARMORY/NYLPC - LEASE PT I jurisdiction in the matter), the foregoing provisions validity or the enforcement of any governmental act, regulation or directive with which Tenant is required to comply pursuant to this Section 4.9 Lease, and may defer compliance therewith provided that: (a) such non-compliance shall not apply subject Landlord to criminal prosecution or subject the Land and/or Building to lien or sale: (b) such non-compliance shall not be in violation of the case Ground Lease, as defined in Article 25 hereof; (c) Tenant shall first deliver to Landlord a surety bond issued by a surety company of Taxesrecognized responsibility, which or other security reasonably satisfactory to Landlord in an amount reasonably satisfactory to Landlord, indemnifying and protecting Landlord against any loss or injury by reason of such non-compliance; provided, however, that such surety bond or other security shall instead be governed exclusively by required from the Tenant named herein or any successor thereto described in Section 4.1011.02 hereof only to the extent that same would be required under paragraph 7 of Section 6.01 hereof; and (d) Tenant shall promptly and diligently prosecute such contest. Landlord, without expense or liability to it, shall cooperate with Tenant and execute any documents or pleadings required for such purpose, provided that Landlord shall reasonably be satisfied that the facts set forth in any such documents or pleadings are accurate.

Requirements of Law. (a) If the adoption ofTenant, taking effect at Tenant’s sole expense, shall promptly comply with all present and future laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition of funds bysimilar body which shall now or hereafter impose any violation, any office of such Lender order or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender duty upon Landlord or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies Tenant with respect to capital adequacy)the Premises as a result of the particular manner of use or the alteration thereof by Tenant, then from time provided that, except with respect to timean alteration of the Premises by Tenant, 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower Tenant shall not be required to compensate make any structural or exterior repairs. Tenant shall not, in its manner of use of the Premises, do or permit to be done any act or thing upon the Premises which is contrary to and will invalidate or be in conflict with any public liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord with respect to the Building and fixtures and property therein, or which shall subject Landlord to any liability to any person or for property damage. Tenant shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Nxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner as not to increase the insurance rate applicable to the Building, or use the Premises in a Lender manner which shall increase the rate of fire insurance on the Building over that in effect prior to this Lease. If by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or Issuing Lender at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant, and Tenant shall make such reimbursement upon the first day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the Building or the Premises issued by the New York Fire Insurance Rating Organization, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Premises. Any work or installations made or performed by or on behalf of Tenant or any person claiming through or under Tenant pursuant to this Section for any amounts incurred more than 180 days prior Article shall be made in conformity with, and subject to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided thatprovisions of, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofArticle 3 hereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If FIRE INSURANCE Prior to the adoption ofcommencement of the lease term, taking effect if Tenant is then in possession, and at all times thereafter Tenant shall, at Tenant's sole cost and expense, promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, or the Insurance Services Office, or any changesimilar body which shall impose any violation, in each case after order or duty upon Owner or Tenant with respect to the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreementdemised premises, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having arising out of Tenant's use or manner of use thereof. Tenant shall not do or permit any act or thing to be done in or to the force of demised premises which is contrary to law) from any central bank , or which will invalidate or be in conflict with public lability, fire or other Governmental Authority made subsequent to the date hereof (and, for purposes policies of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) shall impose, modify or hold applicable insurance at any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in time carried by or for the account of, advances, loans or other extensions benefit of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is Owner. Tenant shall not otherwise included keep anything in the determination demised premisses except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization and other authority having jurisdiction. Tenant shall not place a load upon any floor of the Eurodollar Rate hereunder; or (ii) demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall impose on such Lender or Issuing Lender or the London interbank market any other conditionbe placed and maintained by Tenant, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), thenat Tenant's expense, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Lawsettings sufficient, in each case after the date the applicable Lender becomes a party Owner's judgement, to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights absorb and obligations under this Agreementprevent vibration, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform noise and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reductionannoyance. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 6.1 (aA) If the adoption ofTenant, taking effect of or any changeat its sole cost and expense, in each case after the date the shall comply with all Requirements applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (anduse and occupancy of the Premises, for purposes of this Agreementincluding, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestswithout limitation, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent those applicable to the date hereof): (i) shall impose, modify making of any Alterations or hold applicable any reserve, special deposit, compulsory loan repairs therein 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any the making thereof, except that (other than with respect to the making of Alterations or the result of the foregoing is making thereof) Tenant shall not be under any obligation to make any Alteration in order to comply with any Requirement applicable to the mere general “office” use or occupancy (as opposed to the manner of use) of the Premises, unless otherwise expressly required herein. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard “all-risk” insurance policy, and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner (as opposed to mere use as general “offices”) which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, effect on the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivableCommencement Date. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have been charged because of such failure by Tenant, and shall make such reimbursement upon demand by Landlord. Landlord shall notify Tenant as promptly as reasonably determined that practicable of any such increase. Landlord shall furnish Tenant with all bills for additional fire insurance premiums as to which Tenant is required to make reimbursement hereunder. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the Insurance Services Office, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofBuilding. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption of, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, change in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline request or directive 56 (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the initial date hereof hereof: (and, for purposes i) shall subject any Lender or any Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or any EurodollarTerm Benchmark Loan made by it, or change the Xxxxbasis of taxation of payments to such Lender or Issuing Lender in respect thereof (except for Non-Xxxxx Xxxx Street Reform Excluded Taxes covered by Section 2.15 and Consumer Protection Act and all requests, rules, guidelines changes in the rate of tax on the overall net income of such Lender or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): Issuing Lender); (iii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge, 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar EurodollarTerm SOFR Rate or Adjusted Term SOFR Rate hereunder; or or (iiiii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinEurodollarTerm Benchmark Loans; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar EurodollarTerm Benchmark Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount)thereof, then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. The Borrower shall not be liable in respect of any such increased costs to, or reduced amount of any sum received or receivable by, any Lender pursuant to this Section 2.14(a) with respect to any interest, fees or other amounts accrued by such Lender more than 15 days prior to the date notice thereof is given to the Borrower pursuant to this Section 2.14(a). (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the initial date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy)or liquidity requirements) by an amount deemed by such Lender to be material, then from time to time, within 15 days 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction.; provided that the Borrower shall not be required to compensate a Lender (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. (d) A certificate certificate, setting forth a reasonably detailed explanation as to the reason for any additional amounts payable pursuant to this Section 2.14, submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 6.1. (aA) If the adoption ofTenant, taking effect of or any changeat its sole cost and expense, in each case after the date the shall comply with all Requirements applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (anduse and occupancy of the Premises, for purposes of this Agreementincluding, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestswithout limitation, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent those applicable to the date hereof): (i) shall impose, modify making of any Alterations therein 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any the making thereof and those applicable by reason of the foregoing is to increase nature or type of business operated by Tenant in the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in Premises except that (other than with respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agentmaking of Alterations or the result of the making thereof) Tenant shall not be under any obligation to make any Alteration in order to comply with any Requirement applicable to the mere general "office" use (as opposed to the manner of use) of the event by reason of which it has become so entitled. Office Premises or mere general "storage" use (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent as opposed to the date hereof (and, for purposes manner of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), then from time to time, after submission by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agentuse) of a written request therefor, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing LenderAccessory Premises, as the case may be, unless otherwise expressly required herein. Tenant shall not do or permit to be done any act or thing upon the amount shown Premises which will invalidate or be in conflict with a standard "all-risk" insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as due now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate for fire insurance applicable to the Building, or use the Office Premises in a manner (as opposed to mere use as general "offices") or use the Accessory Premises in a manner (as opposed to mere use as general "storage") which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect on the Commencement Date. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any certificate referred to above such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant, and shall make such reimbursement within thirty twenty (3020) days after receipt thereof. (d) For demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the avoidance Building or the Premises issued by the Insurance Services Office, or other body fixing such fire insurance rates, shall be conclusive evidence of doubt, the foregoing provisions facts therein stated and of this Section 4.9 shall not apply the several items and charges in the case of Taxes, which shall instead be governed exclusively by Section 4.10fire insurance rates then applicable to the Building.

Requirements of Law. (a) If the adoption ofTenant, taking effect at Tenant's sole expense, shall promptly comply with all present and future laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition similar body which shall now or hereafter impose any violation, order or duty upon Landlord or Tenant with respect to the Premises as a result of funds bythe manner of use, occupation or alteration thereof by Xxxxxx as opposed to the Permitted Use. Notwithstanding the foregoing, Tenant shall not be obligated to comply with any office requirements requiring any structural alterations to the Building unless the application of such Lender requirements arises from (i) the specific manner and nature of Tenant’s use or Issuing Lender that is not otherwise included in the determination occupancy of the Eurodollar Rate hereunder; or Premises, as distinct from general office use, (ii) Alterations made by Tenant, or (iii) a breach by Tenant of any provisions of this Lease. Subject to Tenant’s right to use the Premises for the Permitted Use, Tenant shall impose not do or permit to be done any act or thing upon the Premises which is contrary to and will invalidate or be in conflict with any liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord with respect to the Building and fixtures and property therein, or which shall or might subject Landlord to any liability or responsibility to any person or for property damage. Tenant shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the New York City Fire Department, New York Board of Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner as not to increase the insurance rate applicable to the Building, or use the Premises in a manner (other than the Permitted Use) which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect prior to this Lease. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as Additional Rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such Lender failure of use by Xxxxxx, and shall make such reimbursement upon the first day of the month following such outlay by Landlord. In any action or Issuing Lender proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rates for the Building or the London interbank market any Premises issued by the New York Fire Insurance Rating Organization, or other conditionbody fixing such fire insurance rates, cost shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Premises. Any work or expense affecting this Agreement installations made or Eurodollar Loans made performed by such Lender or on behalf of Tenant or any Letter person claiming through or under Tenant pursuant to this Article shall be made in conformity with, and subject to the provisions of, Article 3 hereof. It is acknowledged and agreed by Landlord that the mere use of Credit or participation therein; and the result of Premises by Tenant for the Permitted Use shall not be deemed to violate any of the foregoing is to above referenced provisions or cause an increase the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force fire insurance rates of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reductionLandlord. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 9.1. Tenant shall not do, and shall not permit Persons Within Tenant’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 Requirements. Tenant shall, at Tenant’s sole cost and expense, take all action, including making any required Alterations necessary to comply with all Requirements (aincluding, but not limited to, applicable terms of Local Laws Xx. 0 xx 0000, Xx. 00 xx 0000, Xx. 00 of 1985, No. 58 of 1987 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 Landlord or Tenant arising from, or in connection with, the adoption ofPremises, taking effect Tenant’s occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a “place of public accommodation” under the ADA), or any changeinstallations in the Premises, or required by reason of a breach of any of Tenant’s covenants or agreements under this Lease, whether or not such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof. Notwithstanding the preceding sentence, Tenant shall not be obligated to perform any Alterations necessary to comply with any Requirements, unless compliance shall be required by reason of (i) any cause or condition arising out of any Alterations or installations in the Premises (whether made by Tenant or by Landlord on behalf of Tenant) other than Landlord’s Work, or (ii) Tenant’s particular use, manner of use or occupancy on behalf of Tenant of the Premises (as opposed to mere office use), or (iii) any breach of any of Tenant’s covenants or agreements under this Lease, or (iv) any wrongful act or omission by Tenant or Persons Within Tenant’s Control, or (v) Tenant’s use or manner of use or occupancy of the Premises as a “place of public accommodation ” within the meaning of the ADA, in each case which event Tenant’s obligation to perform any Alteration by reason of this clause (v) shall apply only to the Premises. Notwithstanding the foregoing or any other provision of this Lease to the contrary, Tenant shall comply with all Laws enacted after the date the applicable Lender becomes a party Commencement Date with respect to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or restrooms located in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive Premises (whether or not having the force any such restroom is existing as of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, Lease and whether or not Tenant has retrofitted or altered the Xxxx-Xxxxx Xxxx Street Reform same) and Consumer Protection Act and with respect to all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) shall impose, modify or hold applicable elevator lobbies serving 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 or Issuing Lender that is not otherwise included in the determination full floor of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy Premises (whether or not having Tenant has retrofitted or altered any such elevator lobby); such compliance shall include the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 making of any Letter of Credit to a level below Alterations that which may be required by any such Lender or Issuing Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies Laws. Landlord shall comply with all Laws with respect to capital adequacyall restrooms located in the Premises (whether or not any such restroom is existing as of the date of this Lease and whether or not Landlord has retrofitted or altered the same) and with respect to all elevator lobbies serving any full floor of the Premises (whether or not Landlord has retrofitted or altered any such elevator lobby) in connection with Landlord’s Work. Section 9.2. Tenant covenants and agrees that Tenant shall, at Tenant’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 (as defined below), then the presence of which results from time to time, after submission by such Lender or Issuing Lender to in connection with the Borrower (with a copy to the Administrative Agent) act or omission of a written request therefor, the Borrower shall pay to such Lender Tenant or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.Persons Within Tenant’s

Requirements of Law. (a) If the adoption ofTenant at its sole expense shall comply with all laws, taking effect -------------------- orders and regulations of or any changefederal, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights state, county and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender municipal authorities and with any requestdirection of any public officer or officers, guideline or directive (whether or not having the force of pursuant to law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines orders regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition similar body which shall impose any violation order or duty upon Landlord or Tenant with respect to the Premises as result of funds by, the use or occupation thereof by Tenant for any office purpose other than the Permitted Uses or the conduct by Tenant of its business in the Premises in manner different from the ordinary and proper conduct of such Lender business. Tenant shall not do or Issuing Lender that is not otherwise included permit to be done any act or thing upon the Premises which will invalidate or be in conflict with any insurance policies covering the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation Building and fixtures and property therein; and shall not do, or permit anything to be done in or upon the result Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of any Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of the foregoing is storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in manner which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans in effect prior to this Lease. Any work or to reduce any amount receivable hereunder in respect thereof (whether installations made or performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in conformity with, it shall promptly notify the Borrower (with a copy and subject to the Administrative Agent) provisions of the event Article 3 hereof. If by reason of failure of Tenant to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure of use by Tenant, and shall make such reimbursement upon the adoption offirst day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, taking effect schedule or "make up" of or any change in any Requirement of Law, in each case after rates for the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the New York Fire Insurance Rating Organization, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on fire insurance rates then applicable to the part of any Lender or Issuing Lender Premises. A. Anything to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower contrary herein notwithstanding, Tenant shall not be required to compensate bear the cost of compliance with any laws, orders, regulations, or requirements of any governmental authority which would require any structural or non-structural alterations, unless the condition necessitating the work shall arise as a Lender or Issuing Lender pursuant result of Tenant's manner of use of the demised Premises. Landlord agrees, at Landlord's sole cost and expense, to this Section for any amounts incurred more than 180 days prior comply with all laws, orders, and regulations of governmental authorities with respect to the date that such Lender or Issuing Lender notifies demised Premises and/or the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if Building other than those which are the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations responsibility of the Borrower pursuant to this Section shall survive Tenant in accordance with the termination terms of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofLease. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption ofIf, taking effect of or any change, in each case after the date hereof, the adoption of any applicable Lender becomes a party to this Agreement law, rule, or the applicable Participant acquires a participation in all regulation, or a portion of a Lender’s rights and obligations under this Agreement, any change in any Requirement of Law applicable law, rule, or regulation, or any change in the administration, interpretation or application administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Issuing Lender with any request, guideline request or directive (whether or not having the force of law) from of any such Governmental Authority, central bank bank, or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):comparable agency: (i) shall subject Lender to any tax, duty, or other charge with respect to any LIBOR Loans, the Note, or its obligation to make LIBOR Loans, or change the basis of taxation of any amounts payable to Lender under this Credit Agreement or the Note in respect of any LIBOR Loans (other than taxes imposed on the overall net income of Lender by the jurisdiction in which Lender has its principal office); (ii) shall impose, modify modify, or hold deem applicable any reserve, special deposit, compulsory loan assessment, or similar requirement against assets held by, deposits or (other liabilities in or for than the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is not otherwise included LIBOR Reserve Percentage utilized in the determination of the Eurodollar Rate Adjusted LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of Lender, including the Commitment hereunder; or (iiiii) shall impose on such Lender (or Issuing Lender its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting this Credit Agreement or Eurodollar Loans made by such Lender the Note or any Letter of Credit such extensions of credit or participation thereinliabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Lender of making, converting into, continuing continuing, or maintaining Eurodollar any LIBOR Loans or to reduce any amount sum received or receivable hereunder in by Lender under this Credit Agreement or the Note with respect thereof (whether of principalto any LIBOR Loans, interest or any other amount), then, in any such case, the then Borrower shall promptly pay to Lender on demand such Lender amount or Issuing Lender, upon its demand, any additional amounts necessary to as will compensate such Lender or Issuing Lender for such increased cost or reduced amount receivablereduction. If any Lender requests compensation by Borrower under this Section 3.9, Borrower may, by notice to Lender, suspend the obligation of Lender to make or Issuing continue LIBOR Loans, or to convert Base Rate Loans into LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.10 shall be applicable); provided that such suspension shall not affect the right of Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it receive the compensation so requested. Lender shall promptly notify the Borrower (with a copy to the Administrative Agent) of the any event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption ofknowledge, taking effect of or any change in any Requirement of Law, in each case occurring after the date the applicable hereof, which will entitle Lender becomes a party to compensation pursuant to this Agreement Section 3.9 and will designate a different office from which to fund the Loans if such designation will avoid the need for, or reduce the applicable Participant acquires a participation amount of, such compensation and will not, in all or a portion the judgment of a Lender’s rights and obligations , be otherwise disadvantageous to it. If Lender claims compensation under this AgreementSection 3.9, regarding capital adequacy or in Lender shall furnish to Borrower a statement setting forth the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant be paid to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) it hereunder which shall be conclusive in the absence of manifest error. Failure or delay on the part of In determining such amount, Lender may use any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement reasonable averaging and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofattribution methods. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. As of the Commencement Date, the Premises and Building shall be in compliance with applicable Legal Requirements then in effect. On and after the Commencement Date, Tenant, at Tenant’s sole expense, shall promptly comply with all present and future laws, statutes, orders, directives and regulations of federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub- divisions thereof, and of any official thereof and any other governmental and quasi-public authority (aindividually or collectively as the context may require, such authorities, departments, boards, bureaus, agencies and commissions, “Governmental Authority”) If and all rules, orders, regulations or requirements of any other similar body which shall now or hereafter impose any violation, order or duty upon Landlord or Tenant (collectively “Legal Requirements”). Tenant, at Tenant’s sole expense, shall promptly comply or cause the adoption ofPremises to comply with all Legal Requirements with respect to the Premises as a result of the use, taking effect of occupation or alteration thereof by Tenant. Notwithstanding the foregoing, solely during the period between the Commencement Date and the Option Expiration Date, and only to the extent that the compliance with the Legal Requirements requires any structural change, in each case after the date the applicable Lender becomes a party to this Agreement alteration or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender correction that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any act or omission of Tenant or any Tenant Party, Landlord shall, at its own cost and expense, perform such necessary structural change, alteration or correction; provided the costs of the foregoing same shall be included in total Project Costs. Tenant shall not do or permit to be done any act or thing upon the Premises which is contrary to and will invalidate or be in conflict with any liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord with respect to the Building and fixtures and property therein, or which shall or might subject Landlord to any liability or responsibility to any person or for property damage. Tenant shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Maryland State Fire and Prevention Code, Maryland State Fire Xxxxxxxx, Montgomery County Fire and Rescue, or other authority having jurisdiction and then only in such quantity and manner as not to increase the cost insurance rate applicable to the Building, or use the Premises in a manner which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect prior to this Lease. If by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such Lender failure of use by Xxxxxx, and shall make such reimbursement upon the first day of the month following such outlay by Landlord. In any action or Issuing Lender proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of makingrates for the Building or the Premises issued by such Governmental Authority or other body fixing such fire insurance rates, converting into, continuing shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Premises. Any work or maintaining Eurodollar Loans installations made or to reduce any amount receivable hereunder in respect thereof (whether performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in conformity with, it shall promptly notify the Borrower (with a copy and subject 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 reasonably determined that the adoption provisions of, taking effect Article 9 hereof. Tenant will perform all necessary inspections required by Legal Requirements on all equipment and building systems within and exclusively serving the Premises. Tenant shall comply with all Legal Requirements and Insurance Requirements in connection with all its activities and shall require any subtenant to similarly comply in connection with all the activities of or any change subtenant, and Tenant shall include a similar provision in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reductionSublease. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. Section 8.01 (a) If Subtenant, at its expense, shall comply with all Legal Requirements relating to the adoption ofLeaseback Space including, taking effect without limitation, those applicable to the making of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or Alterations in the administration, interpretation Leaseback Space or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any the making of such Alterations and those applicable by reason of the foregoing is nature or type of business operated by Subtenant in the Leaseback Space. Subtenant shall not be under any obligation to increase the cost make any Alterations in order to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (comply with a copy Legal Requirement applicable to the Administrative Agentmere general "office" use (as opposed to the manner of use) of the event Leaseback Space, unless expressly required herein or if required as a result of any Alterations made by reason Subtenant. Subtenant, at its expense, shall comply (and Subtenant hereby expressly assumes all responsibility for compliance) with the Americans With Disabilities Act of which it has become so entitled. (b) If 1990 and any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsregulations promulgated thereunder, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to as the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), then same may be amended from time to time, after submission by such Lender or Issuing Lender (the "ADA") relating to the Borrower (with a copy Long-Term Leaseback Space to the Administrative Agent) extent such compliance involves work or other measures within the Long-Term Leaseback Space, including, but not limited to, any path of a written request therefor, travel alterations from the Borrower shall pay elevators serving the Long-Term Leaseback Space through each portion of the Long-Term Leaseback Space and any requirements of the ADA relating to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as Subtenant's employees and business operations within the Long-Term Leaseback Space. Any Alterations required to any additional amounts payable pursuant to this Section submitted be performed by any Lender or Issuing Lender Subtenant to the Borrower (Long-Term Leaseback Space for the purpose of complying with a copy to the Administrative Agent) ADA, as aforesaid, or which otherwise require compliance with the ADA, shall be conclusive done in accordance with the terms, provisions, agreements, covenants and conditions of this Sublease. Notwithstanding the foregoing, (i) if Sublandlord has performed any work or Alterations anywhere in the absence of manifest error. Failure Demised Premises (to prepare the same for Sublandlord's use or delay on the part of any Lender or Issuing Lender occupancy as opposed to demand compensation pursuant to performing Sublandlord's obligations as landlord under this Section shall not constitute Sublease) and, as a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not result thereof, Subtenant would be required under any Legal Requirement to compensate perform Alterations in the Leaseback Space (each, a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect"Sublandlord-Triggered Alteration"), then Subtenant shall perform such 180 day period Sublandlord-Triggered Alteration at Sublandlord's sole cost and expense (which shall be extended reimbursed to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above Subtenant within thirty (30) days after receipt written demand thereof. ) and (dii) For if, in connection with any build out of any Interim Leaseback Space by Sublandlord after such Interim Leaseback Space has been delivered to Sublandlord, Sublandlord demolishes and rebuilds all or any portion of the avoidance Sublandlord-Triggered Alteration, then Subtenant shall refund to Sublandlord an amount equal to fifty percent (50%) of doubt, the foregoing provisions amount paid by Sublandlord for such Sublandlord-Triggered Alteration or allocable portion thereof pursuant to clause (i) of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.108.01(a).

Requirements of Law. (a) If the adoption of, taking effect of or Notwithstanding any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes provision of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives if any Change in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):Law shall: (i) shall subject the Administrative Agent, any Lender or the Issuing Lender to any Taxes in connection with this Agreement or any loan, letter of credit or commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or change the basis of taxation of payments in respect thereof (except for Indemnified Taxes or Other Taxes that are the subject of Section 2.18 and the imposition of any Excluded Tax payable by such Lender or the Issuing Lender); (ii) impose, modify or hold applicable any reserve, special deposit, compulsory loan or loanor 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 Lender or the Issuing Lender or any office of such Lender or the Issuing Lender (except any such reserve requirement that is not otherwise included in the determination of the Eurodollar Rate hereunder); or (iiiii) shall impose on such Lender or the Issuing Lender or the London interbank market any other condition, cost or expense condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or the Issuing Lender, by an amount which such Lender or the Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing, maintaining or participating in Letters of Credit, or to reduce any amount received or receivable hereunder in respect thereof (whether of principal, interest or any other amountotherwise), then, in any such case, the Borrower shall promptly pay such Lender or the Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or the Issuing Lender for such increased cost or reduced amount received or receivable. If any Lender or the Issuing Lender becomes Lenderbecomes entitled to claim any additional amounts pursuant to this paragraphSection, 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 the Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change Change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, Law regarding capital adequacy has or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital (or on the capital of such corporationLender’s capital or the Issuing Lender’s holding company) as a consequence of its obligations hereunder this Agreement or under the Loans made or participations in respect of any Letter Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Lender pursuant hereto to a level below that which such Lender or the Issuing Lender of such Lender’s or such corporation the Issuing Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or such corporationthe Issuing Lender’s policies holding company with respect to capital adequacy)) by an amount deemed by such Lender or the Issuing Lenderto be material, then from time to time, after submission by such Lender or the Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or the Issuing Lender such additional amount or amounts as will compensate such Lender or the Issuing Lender or such corporation Lender’s or the Issuing Lender’s holding company for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or the Issuing Lender or their respective applicable holding company to the Borrower setting out in reasonable detail the method of determination of such additional amounts (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the The Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that pay such Lender or the Issuing Lender notifies the Borrower amount shown as due on any such certificate delivered by it within 10 days after its receipt of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. same.The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For Failure or delay on the avoidance part of doubt, any Lender or the Issuing Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender or the Issuing 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 provisions limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section 4.9 shall not apply be available to each Lender and the Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the Change in the case of Taxes, which Law that shall instead be governed exclusively by Section 4.10have occurred or been imposed.

Requirements of Law. (a) If the adoption ofTenant shall promptly comply with all statutes, taking effect of or any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsordinances, rules, guidelines or directives orders, regulations, and requirements of the Federal, State and Municipal governments and of any and all of their Departments and Bureaus, including without limitation Environmental Requirements (as such term is defined in connection therewith Paragraph 31 below) (collectively called "governmental requirements") which are deemed to have gone into effect and adopted subsequent applicable to the date hereof): use by Tenant of the Demised Premises, or Tenant's business and operations on the Demised Premises during the term or any renewal thereof. Landlord shall, at its sole expense, comply with any applicable laws enacted after the Commencement Date requiring alteration of any portion of the Demised Premises required to be maintained by Landlord pursuant to this Lease, unless such alterations are required solely because of the nature of Tenant's business and activities on the Demised Premises, rather than by virtue of ownership of the Demised Premises. Tenant shall, at its sole expense, comply with any such laws which require (i) shall impose, modify or hold applicable alterations of 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 or Issuing Lender that is not otherwise included in the determination portion of the Eurodollar Rate hereunder; or Demised Premises required to be maintained by Tenant hereunder and (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result alterations of any portion of the foregoing is Demised Premises required to increase be maintained by Landlord which are required solely because of the nature of Tenant's business and activities thereon; provided however, if such repairs by Tenant have a depreciable life in excess of the balance of the Lease term (including the renewal term) pursuant to Internal Revenue Service depreciation schedules in effect at the time of such repairs, or other nationally recognized depreciation schedules, Landlord shall reimburse Tenant upon demand for the portion of the cost to such Lender or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right repairs attributable to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of time after the Lease term (including renewal term) expires. Either party may elect, by notifying the other party of such retroactive effect. The obligations election, to terminate this Lease in the event the cost of any repairs required to be made by the electing party pursuant to applicable laws enacted after the commencement date exceeds 25k of the Borrower pursuant to this Section rent paid by Tenant for the immediately prior Lease year. This Lease shall survive terminate upon the termination date of this Agreement and such election unless the payment of nonelecting party notifies the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above electing party within thirty (30) days after receipt thereof. (d) For of such election, of its intent to make the avoidance required repairs on behalf of doubtthe electing party, whereupon the foregoing provisions termination election shall be null and void, this Lease shall remain in full force and effect, and the non-electing party shall complete the required alterations at its sole expense within the time limits and in the manner required by the applicable law. Prior to the commencement date, Landlord shall, at Landlord's expense, obtain any requisite subdivision approvals rendered necessary by making of this Section 4.9 Lease. In case either party, after the time required to remedy defaults under this Lease, shall not apply fail or neglect to comply with the governmental requirements set forth in this Paragraph 6, or any of them, and required to be complied with by the case party, then the other party or its agents may, by entry if required, comply with any and all of Taxesthe governmental requirements at the risk and expense of the defaulting party, which shall instead and recover such expense from the defaulting party; any sums owing by Tenant to be governed exclusively added to the next monthly installment of rent and to be collectible as rent, and any sum owing by Section 4.10Landlord to be deductible from rents or other sums otherwise payable by Tenant to Landlord.

Requirements of Law. Section 8.1. Tenant shall not do, and shall not permit (ato the extent Tenant has control over the same) If any act or thing in or upon the adoption ofPremises which will invalidate or be in conflict with the certificate of occupancy for the Premises or violate any Requirements. Tenant shall immediately take all action, taking effect including but not limited to, making any Requirement Alterations necessary to comply with all Requirements which shall or may impose any violation, order or duty upon Landlord or Tenant arising from or in connection with the Premises, Tenant’s occupancy, use or manner of use of the Premises or any changeinstallations in the Premises, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion required by reason of a Lenderbreach of any of Tenant’s rights and obligations covenants or agreements under this AgreementLease, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen as of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof):. Landlord represents and warrants to Tenant that as of the Commencement Date no condition exists with respect to the Premises that will necessitate any Requirement Alteration. Section 8.2. Tenant covenants and agrees that Tenant shall, at Tenant’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 (ias defined below) in, on, under, about or from the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant’s Control or the breach of this Lease by Tenant or Persons Within Tenant’s Control. The term “Hazardous Materials” shall impose, modify mean any biologically or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits chemically active or other liabilities 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 Lease14TerraceDrive 12/15/2012 identified in or for pursuant to the account ofComprehensive Environmental Response, advancesCompensation and Liability Act, loans 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 extensions Requirements. Tenant shall indemnify and hold harmless all Indemnitees from and against any loss, claim, cost, damage, liability or expense (including attorneys’ fees and disbursements) arising by reason of credit byany clean up, removal, remediation, detoxification action or any other acquisition activity required or recommended of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination Indemnitees by any Governmental Authority by reason of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender presence in, on, under or Issuing Lender about the Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or Persons Within Tenant’s Control or the London interbank market breach of this Lease by Tenant or Persons Within Tenant’s Control. Landlord shall indemnify and hold harmless all Tenant Indemnitees from and against any loss, claim, cost, damage, liability or expense (including attorneys’ fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or any other conditionactivity required or recommended of any Tenant Indemnitees by any Governmental Authority by reason of the presence in, cost on, under or expense affecting this Agreement about the Premises of any Hazardous Materials either in existence on the Commencement Date or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and that come to exist thereafter that are not the result of any or in connection with the act or omission of the foregoing is to increase the cost to such Lender Tenant or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement Persons Within Tenant’s Control or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes breach of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines Lease by Tenant or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such LenderPersons Within Tenant’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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectControl. The obligations of the Borrower pursuant to this Section foregoing covenants and indemnities shall survive the expiration or any termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofLease. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption ofTenant, taking effect at Tenant's sole expense, shall promptly comply with all present and future laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition of funds bysimilar body which shall now or hereafter impose any violation, any office of such Lender order or Issuing Lender that is not otherwise included in duty upon Landlord or Tenant with respect to the determination Premises as a result of the Eurodollar Rate hereunder; or (ii) manner of use, occupation or alteration thereof by Tenant as opposed to the Permitted Use. Tenant shall impose on not do or permit to be done any act or thing upon the Premises which is contrary to and will invalidate or be in conflict with any liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord with respect to the Building and fixtures and property therein, or which shall or might subject Landlord to any liability or responsibility to any person or for property damage. Tenant shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; quantity and the result of any of the foregoing is manner as not to increase the cost insurance rate applicable to the Building, or use the Premises in a manner (other than the Permitted Use) which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect prior to this Lease. If by reason of Tenant's failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as Additional Rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such Lender failure of use by Tenant, and shall make such reimbursement within fifteen (15) days of demand by Landlord. In any action or Issuing Lender proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of makingrates for the Building or the Premises issued by the New York Fire Insurance Rating Organization, converting intoor other body fixing such fire insurance rates, continuing shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Premises. Any work or maintaining Eurodollar Loans installations made or to reduce any amount receivable hereunder in respect thereof (whether performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in conformity with, it shall promptly notify the Borrower (with a copy and subject 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 reasonably determined that the adoption provisions of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date Article 3 hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereof. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. (a) If the adoption ofTenant, taking effect at Tenant's expense, shall comply with all ------------------- laws, orders and regulations of or any changefederal, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights state, county and obligations under this Agreementmunicipal authorities, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender and with any requestdirection of any public officer or officers, guideline pursuant to law, which shall impose any duty upon Landlord or directive (whether Tenant arising out of the Tenant's use or occupancy of the demised premises, and shall not having do or permit to be done, any act or thing upon said premises, which will invalidate or be in conflict with fire insurance policies covering the force building, fixtures and property therein, and shall not do or permit to be done any act or thing upon said premises which shall or might subject the Landlord to any liability or responsibility for injury to any person or persons or to any property by reason of law) from any central bank business or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform operation being carried on upon said premises; and Consumer Protection Act and shall comply with all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition of funds bysimilar body and shall not do or permit anything to be done in or upon said premises, any office of such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) bring or keep anything therein, which shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 rate of fire insurance on the building or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivableon property located therein. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of failure of Tenant to comply with the provisions hereof, or if by reason of the nature of the Tenant's occupancy, the fire insurance rate shall at any time be higher than it otherwise would be, then Tenant shall reimburse Landlord as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord, which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such violation or because of such occupancy by Tenant, and shall make such reimbursement upon the adoption offirst day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, taking effect a schedule or "make up" of or any change in any Requirement of Law, in each case after rate for the date the applicable Lender becomes a party to this Agreement building or the applicable Participant acquires a participation in all premises issued by the New York Fire Insurance Exchange or a portion of a Lender’s rights and obligations under this Agreementother body making fire insurance rates for said premises, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender fire insurance rate then applicable to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofsaid premises. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. A. Tenant shall not undertake, and shall not permit persons within Tenant’s control to undertake, any act or thing in or upon the Premises, the Building, or Project 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 Project (athe “Requirements”). Tenant shall, at Tenant’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 Alachua 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 Landlord or Tenant arising from, or in connection with Tenant’s occupancy, use or manner of use of the adoption ofPremises (including, taking effect without limitation, any occupancy, use or manner of use that constitutes a “place of public accommodation” under the ADA), or any changeinstallations in the Premises, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion required by reason of a Lenderbreach of any of Tenant’s rights and obligations covenants or agreements under this AgreementLease, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (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 the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines extraordinary or directives in connection therewith are deemed to have gone into effect and adopted subsequent to foreseen or unforeseen at the date hereof): . Notwithstanding the preceding sentence, Tenant shall not be obligated to perform any Alterations necessary to comply with any Requirements, unless compliance shall be required by reason of: (i) shall impose, modify any cause or hold applicable condition arising out of any reserve, special deposit, compulsory loan Alterations 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 or Issuing Lender that is not otherwise included installations in the determination Premises (whether made by Tenant or by Landlord on behalf of the Eurodollar Rate hereunderTenant) other than Tenant’s Work; or (ii) shall impose Tenant’s particular use, manner of use or occupancy on such Lender or Issuing Lender or behalf of Tenant of the London interbank market Premises; (iii) any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result breach of any of Tenant’s covenants or agreements under this Lease; (iv) any wrongful act or omission by Tenant or persons within Tenant’s control; or (v) Tenant’s use or manner of use or occupancy of the foregoing is Premises as a “place of public accommodation” within the meaning of the ADA. Landlord warrants that the Premises will comply with the Requirements (including ADA) on the Commencement Date. B. Tenant covenants and agrees that Tenant shall, at Tenant’s sole cost and expense, comply at all times with all Requirements governing its use, generation, storage, containment, transfer, transportation, treatment and/or disposal from or at the Premises of any “Hazardous Materials” (which term shall mean any Medical Waste, 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 increase the cost 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 such Lender the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq., and any hazardous or Issuing Lender of making, converting into, continuing toxic substances or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or pollutant regulated under any other amountRequirements). For purposes hereof, “Medical Waste” shall mean any solid, semisolid, gaseous, or liquid waste which is generated or utilized in the diagnosis, treatment (e.g., provisions of medical services), then, in any such case, the Borrower shall promptly pay such Lender immunization or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with performance of a copy service to the Administrative Agent) body of human beings, and for greater certainty shall include all waste generated by the event by reason Tenant in relation to its use, and shall include the use of which it has become so entitled. (b) If any Lender or Issuing Lender licensed medical waste management companies. Tenant shall have reasonably determined that the adoption ofagree to execute, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), then from time to time, after submission by such Lender at Landlord’s request, affidavits, representations and the like concerning Tenant’s best knowledge and belief regarding the presence of Hazardous Materials in, on, under or Issuing Lender to about the Borrower (with a copy to the Administrative Agent) of a written request thereforPremises, the Borrower Project or the land on which the Project is located. Tenant shall pay to such Lender indemnify and hold harmless Landlord, Landlord’s officers, directors, employees, agents, successors, manager and assigns (the “Indemnitees”) from and against any loss, cost, damage, liability or Issuing Lender such additional amount expense (including attorneys’ fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or amounts as will compensate such Lender any other activity required or Issuing Lender or such corporation for such reduction. (c) A certificate as to recommended of any additional amounts payable pursuant to this Section submitted Indemnitees by any Lender Governmental Authority by reason of the presence in or Issuing Lender to about the Borrower (Project or the Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or persons within Tenant’s control or the breach of this Lease by Tenant or persons within Tenant’s control. For purposes of this indemnity, a copy to third party contracted by Tenant or on Tenant’s behalf for the Administrative Agent) handling or removal of Hazardous Materials shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender deemed to demand compensation pursuant to this Section shall not constitute be a waiver of such Lenderparty within Tenant’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effectcontrol. The obligations of the Borrower pursuant to this Section foregoing covenants and indemnity shall survive the expiration or any termination of this Agreement and Lease. Notwithstanding anything herein to the payment of the Loans and all other amounts payable hereunder. The Borrower contrary, Tenant shall pay the Lender have no liability for Hazardous Materials not caused by Tenant, Tenant’s agents, or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above persons within thirty (30) days after receipt thereofTenant’s control. (d) For C. If Tenant shall receive notice of any violation of, or defaults under, any Requirements, liens or other encumbrances applicable to the avoidance Premises, Tenant shall give prompt notice thereof to Landlord. D. If any governmental license or permit shall be required for the proper and lawful conduct of doubtTenant’s business and if the failure to secure such license or permit would, in any way, affect Landlord or the foregoing provisions of this Section 4.9 Building, then Tenant, at Tenant’s expense, shall not apply in promptly procure and thereafter maintain, submit for inspection by Landlord, and at all times comply with the case of Taxesterms and conditions of, which shall instead be governed exclusively by Section 4.10each such license or permit.

Requirements of Law. Section 6.1 (aA) If the adoption ofTenant, taking effect of or any changeat its sole expense, in each case after the date the shall comply with all Requirements, including, without limitation, ADA, applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes manner of this Agreementuse of the Premises by Tenant, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines making of Alterations therein or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any the making thereof and those applicable by reason of the foregoing is nature or type of business conducted in, or manner of use by Tenant of, the Premises. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard Insurance Services Office all-risk insurance policy; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Nxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the cost rate for fire insurance applicable to the Building, or use the Premises in a manner (as opposed to mere use as general “offices”) which specifically because of such Lender use shall increase the rate of fire insurance on the Building or Issuing Lender of makingon property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, effect on the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivableCommencement Date. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure by Tenant, and shall make such reimbursement within ten (10) days of demand by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the Insurance Services Office, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofBuilding. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.

Requirements of Law. FIRE INSURANCE ----------------------------------------------- 5.01 Tenant, at its expense, shall comply with all laws, orders and regulations of Federal, State, County and Municipal authorities, and with any direction of any public officer or officers, pursuant to law. Landlord agrees, at its expense, to comply with all such laws, orders, regulations, and directions, other than those with which Tenant is required hereunder to comply. 5.02 Tenant shall not do or permit to be done any act or thing upon said premises, which will invalidate or be in conflict with New Jersey Standard fire insurance policies covering the Building, and fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building to an amount higher than it otherwise would be; the Tenant shall neither do nor permit to be done any act or thing upon said premises which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being carried on upon said premises; but nothing in this Section 5.02 shall limit or restrict Tenant's use of the Demised Premises for the purposes stated in Article 2 hereof or subject Tenant to any liability by reason of its proper use of the Demised Premises for such purposes. 5.03 If, as a result of any act or omission by Tenant in violation of this Lease, or as a result of Tenant's occupancy, the rate of fire insurance applicable to the Building shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's fire insurance premiums so caused: such reimbursement to be COMMERCIAL USE ONLY - NO LIVING ALLOWED --------------------------------------- additional rent payable upon the first day of the month following any outlay by Landlord for such increased fire insurance premiums. A schedule, or "make up" of rate for the Building or Demised Premises issued by the body making fire insurance rates for said premises, shall be presumptive evidence of the facts therein stated and of the several items and charges in the fire insurance rate than applicable to said premises. 5.04 Tenant shall, at its sole cost and expense, obtain and at all times during the term maintain with responsible insurance carriers acceptable to Landlord, insurance covering the Demised Premises for the mutual benefit of the Landlord and Tenant as follows: (a1) If Fire insurance with broad form extended coverage endorsement from time to time available, for an amount not less than the adoption offull replacement value of Tenant's improvements and Tenant's personal property located in the Demised Premises. "Full replacement value" shall be determined at the request of the Landlord by an architect, taking effect appraiser, appraisal company or one of or the insurer's selected by Landlord and paid for by Tenant, but such determination shall not be required to be made more frequently than once every two (2) years. No omission on the part of Landlord to request any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion such determination shall relieve Tenant of a Lender’s rights and any of its obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) 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 or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (ii) shall impose on such Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 or Issuing Lender of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledArticle. (b2) If any Lender or Issuing Lender shall have Comprehensive general liability insurance, with such limits as may be reasonably determined that the adoption of, taking effect of or any change in any Requirement of Law, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights and obligations under this Agreement, regarding capital adequacy or in the interpretation or application thereof or compliance required by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing 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 (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), then Landlord from time to time, after submission by such Lender or Issuing Lender to the Borrower (with but not less than a copy to the Administrative Agent) combined single limit of a written request therefor, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction$1,500,000.00. (c3) A certificate All required insurance policies shall name Landlord as to any an additional amounts payable pursuant to this Section submitted by any Lender insured or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lenderloss payee, as the case may be, the amount shown as due on any certificate referred to above within and shall include a provision that they shall not be canceled without thirty (30) days after receipt thereofdays' prior written notice to Landlord. Tenant shall deliver copies of all required insurance policies or certificates evidencing such coverage prior to the commencement date and renewal policies prior to the expiration of the existing policies together with evidence of the payment of premiums therefore. (d4) For Tenant can only deliver to or remove from the avoidance Demised Premises any freight, furniture, business equipment, merchandise and bulky matter of doubtany description, on the foregoing provisions freight elevators and/or through the service entrances and corridors of this Section 4.9 shall not apply the Building and only during the hours and in the case manner approved by Owner from time to time. Tenant can only be permitted to deliver to or remove from the Demised Premises any of Taxesthe items described in this article after Tenant has given Owner three (3) days prior written notice of Tenant's intention to make such delivery or removal, and provides Owners with written evidence that such delivery or removal is being made by an individual or an entity who possesses general liability and workers compensation insurance or other insurance as may be required by Owner in an amount which shall instead be governed exclusively by Section 4.10Owner deems is sufficient.

Requirements of Law. (a) If the adoption ofTenant, taking effect at its sole expense, shall comply with all laws, statutes, orders, directives and regulations of or federal, state, county, city and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any change, in each case after the date the applicable Lender becomes a party to this Agreement or the applicable Participant acquires a participation in all or a portion of a Lender’s rights official thereof and obligations under this Agreement, in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Lender or Issuing Lender with any request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxxgovernmental and quasi-Xxxxx Xxxx Street Reform and Consumer Protection Act public authority and all requests, rules, guidelines orders, regulations or directives in connection therewith are deemed to have gone into effect and adopted subsequent to requirements of the date hereof): (i) 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 New York Board of credit byFire Underwriters, or any other acquisition of funds bysimilar body which shall now or hereafter impose any violation, any office of such Lender order or Issuing Lender that is not otherwise included in duty upon Landlord or Tenant with respect to the determination Premises as a result of the Eurodollar Rate hereunder; or (ii) use, occupation or alteration thereof by Tenant. Tenant shall impose on such Lender not do or Issuing Lender permit to be done any act or thing upon the London interbank market Premises which will invalidate or be in conflict with any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation insurance policies covering the Building and fixtures and property therein; and shall not do, or permit anything to be done in or upon the result Premises, or bring or keep anything therein, except as now or hereafter permitted by the Xxx Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxx Board of any Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of the foregoing is storage as not to increase the cost rate for fire insurance applicable to such Lender the Building, or Issuing Lender use the Premises in a manner which shall increase the rate of makingfire insurance on the Building or on property located therein, converting into, continuing over that in similar type buildings or maintaining Eurodollar Loans in effect prior to this Lease. Any work or to reduce any amount receivable hereunder in respect thereof (whether installations made or performed by or on behalf of principal, interest Tenant or any other amount), then, in any such case, the Borrower shall promptly pay such Lender person claiming through or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts under Tenant pursuant to this paragraphArticle shall be made in conformity with, it shall promptly notify the Borrower (with a copy and subject to the Administrative Agent) of the event provisions of, Article 3 hereof. If by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which it has become so entitled. (b) If any Lender or Issuing Lender shall have reasonably determined that been charged because of such failure of use by Tenant, and shall make such reimbursement upon the adoption offirst day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, taking effect a schedule or “make up” of or any change in any Requirement of Law, in each case after rates for the date the applicable Lender becomes a party to this Agreement Building or the applicable Participant acquires a participation in all Premises issued by the New York Fire Insurance Rating Organization, or a portion of a Lender’s rights and obligations under this Agreementother body fixing such fire insurance rates, regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) 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 adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), 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 or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive evidence of the facts therein stated and of the several items and charges in the absence of manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than 180 days prior fire insurance rates then applicable to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within thirty (30) days after receipt thereofPremises. (d) For the avoidance of doubt, the foregoing provisions of this Section 4.9 shall not apply in the case of Taxes, which shall instead be governed exclusively by Section 4.10.