Common use of Reserve Requirements; Change in Circumstances Clause in Contracts

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or; (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Eurodollar Term Loan made by it, or change the basis of taxation of payments in respect thereof (except for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20 and the imposition of any Excluded Tax payable by such Lender); or (iii) impose on any Lender, the Administrative Agent Lender or the London interbank market any other condition condition, cost or expense affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwiseany other amount) by an amount reasonably deemed by then, upon request of such Lender or the Administrative Agent to be materialLender, then the Borrower will pay to such Lender or the Administrative AgentLender, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or Agreement, the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicablethe case may be, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the samethereof. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation required to compensate a Lender pursuant to this Section for any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs incurred or reductions with respect to any period suffered more than three months prior to the date that is 180 days prior such Lender notifies the Borrower of the Change in Law giving rise to such request increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances Change in Law giving rise to such increased costs or reductions and is retroactive, then the three-month period referred to above shall be extended to include the period of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day periodeffect thereof). The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by the Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s policies and the policies of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this AgreementAgreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, if any Change in Law shall: (i) impose, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of, of or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on by any Lender, or shall result in the Administrative Agent imposition on such Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurodollar Term Loans Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of agreeing to issue or of issuing or maintaining its obligation or participating in Letters of Credit or of agreeing to make any such Term Loan) or of making or maintaining Letter of Credit Advances, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that the applicability of any Change law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in Law any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s 's capital or on the capital of such Lender’s or the Administrative Agent’s 's holding company, if any, as a consequence of this Agreement or Agreement, such Lender's Commitment, the Term Revolving Credit Loans made by such Lender or such Lender's issuance or maintenance of or participation in Letters of Credit pursuant hereto to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s 's holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s 's policies and the policies of such Lender’s or the Administrative Agent’s 's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s 's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines. (c) A certificate of the Lender or the Administrative Agent setting forth the such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such the Lender or the Administrative Agent or its holding company, as applicable, company as specified in paragraph (a) or (b) of this Section and showing above, as the basis of the computation case may be, shall be delivered to the Borrower and shall such amount or amounts may be conclusive absent manifest errorreviewed by the Borrower. The Unless the Borrower shall pay such Lender or disagrees in good faith with the Administrative Agent, as the case may be, computation of the amount or amounts in such certificate, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, the amount shown as due on any such certificate delivered by it within 10 Business Days certificate. If the Borrower, after its receipt of any such certificate from the same. (d) Failure or delay Lender, disagrees with the Lender on the part computation of any the amount or amounts owed to the Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s paragraph (a) or (b) above, the Administrative Agent’s right to demand such compensation; provided that Lender and the Borrower shall not be under any obligation negotiate in good faith to compensate any promptly resolve such disagreement. In either case, however, the Lender or shall have a duty to mitigate the Administrative Agent under damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower. (d) Failure on the part of any Lender to demand compensation for any increased costs or reductions reduction in amounts received or receivable or reduction in return on capital with respect to any period prior shall not constitute a waiver of such Lender's right to the date that is 180 days prior demand compensation with respect to such request if such Lender period or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day other period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement the adoption of, or any Change change in, applicable law or regulation or in Law shall: the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (iwhether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) shall impose on any Lender, the Administrative Agent such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans or Fixed Rate Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Fixed Rate Loan) , or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that the adoption after the date hereof of any Change law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in Law any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s 's capital or on the capital of such Lender’s or the Administrative Agent’s 's holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender pursuant hereto to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s 's holding company could have achieved but for such Change in Law applicability, adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s 's policies and the policies of such Lender’s or the Administrative Agent’s 's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s 's holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, company (including the calculation thereof) as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 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 Administrative Agent’s 's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent such Lender or such Issuing Bank or the London interbank market any other other, cost, expense or condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein or (iii) subject any such Lender or such Issuing Bank to any Taxes (other than any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20 or any Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Term Loan (or increase the cost to any Lender of issuing or maintaining its obligation to make any such Term Loan) Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent such Issuing Bank to be material, then the relevant Borrower will pay to such Lender or the Administrative Agentsuch Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent any Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agentsuch Issuing Bank’s capital or on the capital of such Lender’s or the Administrative Agentsuch Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made or participations in Loans purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or the Administrative Agent such Issuing Bank or such Lender’s or the Administrative Agentsuch Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agentsuch Issuing Bank’s policies and the policies of such Lender’s or the Administrative Agentsuch Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent such Issuing Bank to be material, then from time to time the relevant Borrower shall pay to such Lender or the Administrative Agentsuch Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent such Issuing Bank or such Lender’s or the Administrative Agentsuch Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower Parent Borrower, shall describe the applicable Change in Law, the resulting costs incurred or reduction suffered (including a calculation thereof), certifying that such Lender is generally charging such amounts to similarly situated borrowers and shall be conclusive absent manifest error. The relevant Borrower shall pay such Lender or the Administrative Agentsuch Issuing Bank, as the case may beapplicable, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days 30 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent any Issuing Bank to demand compensation pursuant to this Section 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 Administrative Agentsuch Issuing Bank’s right to demand such compensation; provided that the relevant Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent any Issuing Bank under paragraph (a) or (b) above for or Section 2.20 below with respect to increased costs costs, Taxes or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent 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 reductionsrequest; provided further further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.14 shall be available to each Lender and the Administrative Agent respective Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed; provided that if, after the payment of any amounts by the Borrowers under this Section 2.14, any Change in Law in respect of which a payment was made is thereafter determined to be invalid or inapplicable to the relevant Lender or Issuing Bank, then such Lender or Issuing Bank shall, within 30 days after such determination, repay any amounts paid to it by the Borrowers hereunder in respect of such Change in Law.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement the adoption of, or any Change change in, applicable law or regulation or in Law shall: the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (iwhether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) shall impose on any Lender, the Administrative Agent such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans Loans, Fixed Rate Loans, Letter of Credit or Application made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or Fixed Rate Loan, or issuing or participating in any Letter of maintaining its obligation to make any such Term Loan) Credit or Application, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that the adoption after the date hereof of any Change law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in Law any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s 's capital or on the capital of such Lender’s or the Administrative Agent’s 's holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender pursuant hereto, or under or in respect of any Letter of Credit, to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s 's holding company could have achieved but for such Change in Law applicability, adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s 's policies and the policies of such Lender’s or the Administrative Agent’s 's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s 's holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, company (including the calculation thereof) as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 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 Administrative Agent’s 's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein other than Section 2.14(c), if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or) or any Issuer; (ii) impose on any Lender, the Administrative Agent Lender or any Issuer or the London interbank market or other market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type, or any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein; or (iii) subject the Administrative Agent, any Lender or any Issuer to any Taxes (other than (A) Indemnified Taxes indemnifiable pursuant to Section 2.18 (Taxes) and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making funding, making, converting, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to such Lender or such Issuer of participating in, issuing or maintaining 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 sum received or receivable by such Lender or such Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material), then the Borrower (or, with respect to the US Letters of Credit, Holdings) will pay to such Lender or the Administrative Agentsuch Issuer, as the case may beapplicable, upon demand such additional amount or amounts as will compensate such LenderLender or such Issuer, as the case may be, applicable for such additional costs or expenses incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined any Issuer reasonably determines that any Change in Law regarding capital adequacy or liquidity has had or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s Lender or the Administrative Agent’s Issuer or any holding company, if any, company of such Lender or Issuer by an amount reasonably determined by such Lender or Issuer or such holding company as a consequence of this Agreement or Agreement, the Term Loans made by such Lender to a level below that which such Commitments of each Lender or the Administrative Agent Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit Issued by such Issuer, or such Lender’s or the Administrative AgentIssuer’s holding company could have achieved but for such Change in Law obligations hereunder (taking into consideration such Lender’s or the Administrative AgentIssuer’s policies and the policies of such Lender’s or the Administrative Agentsuch Issuer’s holding company with respect to capital adequacy) by an amount deemed by adequacy and/or liquidity and such Lender Lender’s or the Administrative Agent to be materialsuch Issuer’s desired return on capital), then from time to time upon demand of such Lender or such Issuer (with a copy of such demand to the Administrative Agent), the Borrower (or, with respect to the US Letters of Credit, Holdings) shall pay to such Lender or the Administrative Agent, as the case may be, such Issuer such additional amount or amounts as will compensate such Lender or the Administrative Agent such Issuer or such Lender’s or the Administrative Agentsuch Issuer’s holding company for such reduction; provided that such additional amounts shall not be duplicative of any such reduction sufferedamounts to the extent otherwise paid by Holdings or the Borrower, as the case may be, under any other provision of this Agreement. (c) A certificate of the each Lender or the Administrative Agent Issuer setting forth the such amount or amounts as shall be necessary to compensate such Lender or the Administrative Agent such Issuer or its holding company, as applicable, Parent Company as specified in paragraph (a) or (b) above, as the case may be, together with a statement of this Section reasons for such demand and showing the basis of the computation calculation for such amounts shall be delivered to the Borrower and shall be conclusive absent manifest error. Notwithstanding any other provision of this Section 2.12, no Lender shall demand compensation for any increased cost or reduction pursuant to this Section 2.12 in respect of any Change in Law described in the proviso to the definition of the term “Change in Law” unless such certificate states that it is the general policy or practice of such Lender or Issuer to demand such compensation in similar circumstances from similarly-situated borrowers under similar credit facilities (to the extent such Lender or Issuer has the right under such similar credit facilities to do so). The Borrower shall pay such or cause to be paid to each Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days ten (10) days after its receipt of the same. (d) Failure Except as provided in this paragraph, failure or delay on the part of any Lender or the Administrative Agent Issuer to demand compensation pursuant to this Section 2.12 with respect to any period shall not constitute a waiver of such Lender’s or the Administrative Agentsuch Issuer’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions compensation with respect to such period or any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day other period. The protection of this Section 2.12 shall be available to each Lender and the Administrative Agent to each Issuer regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. No Lender or Issuer shall be entitled to compensation under this Section 2.12 for any costs or expenses incurred or reductions suffered with respect to any date unless it shall have notified the Borrower that it will demand compensation for such costs or reductions under paragraph (c) above not more than 120 days after the later of (i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions; provided that if the applicable Change in Law giving rise to such costs, expenses or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof. In the event the Borrower or Holdings shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently receive a refund in respect thereof, the Lender shall so notify Holdings or the Borrower, as applicable, and shall pay to Holdings or the Borrower, as applicable the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent (except any such reserve requirement which is reflected in or the Adjusted LIBO Rate)Issuing Bank, or (ii) impose on any Lender, the Administrative Agent or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit (except, in each case, any such reserve requirement which is reflected in the Adjusted LIBO Rate), and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, promptly upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or any Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by, or participations in Letters of Credit or Swingline Loans purchased by, such Lender or the Letters of Credit issued by such Lender Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s policies and the policies of such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or an Issuing Bank setting forth the amount or amounts reasonably determined by such Person to be necessary to compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section Section, the calculations and showing criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the basis of the computation conclusions in such certificate, shall be delivered to the Borrower and shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding. The Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or any Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or the Administrative Agent 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 reductionsrequest; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement, if Agreement any Regulatory Change or change in any Law shall: (i) shall subject the Paying Agent, a Bank or an Issuing Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in clauses (c) and (e) of Excluded Taxes, (y) Other Taxes and (z) Other Connection Taxes imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits 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 modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any EurodollarTerm Benchmark Loan against assets of, deposits with or for the account of, or credit extended by, such Bank under this Agreement, or (iii) with respect to any Lender EurodollarTerm Benchmark Loan, shall impose on such Bank or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent or the London interbank market Eurodollar Interbank Market any other condition condition, cost or expense affecting this Agreement or Eurodollar Term Loans any EurodollarTerm Benchmark Loan made by such LenderBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Lender Bank (or such Paying Agent or Issuing Bank in the case of making (i)) of maintaining its Commitment or of making, converting to, continuing or maintaining any Eurodollar Term EurodollarTerm Benchmark Loan (or of maintaining its obligation to make any such Term Loan) or to materially reduce the amount of any sum received or receivable by such Lender Bank (or such Paying Agent or Issuing Bank in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be materialin respect thereof, then the Borrower will Company shall pay to the Paying Agent for the account of such Lender Bank (or the Administrative Agent, as such Paying Agent or Issuing Bank in the case may beof (i)), upon demand within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank (or such Paying Agent or Issuing Bank in the case of (i)), such additional amount or amounts as will compensate reimburse such Lender, as Bank (or such Paying Agent or Issuing Bank in the case may be, of (i)) for such additional costs incurred increase or reduction sufferedto such Bank (or such Paying Agent or Issuing Bank in the case of (i)) to the extent reasonably allocable to this Agreement. (b) If any Lender or the Administrative Agent Bank shall have determined in good faith that any Regulatory Change in Law regarding capital adequacy or liquidity requirements or compliance by any Bank (or its parent or any lending office of such Bank) with any request or directive issued subsequent to the Effective Date regarding capital or liquidity requirements (whether or not having the force of Law) of any Tribunal, monetary authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank’s (or the Administrative Agent’s its parent’s) capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender its obligations hereunder to a level below that which such Lender Bank (or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company its parent) could have achieved but for such Change in Law Regulatory Change, or compliance (taking into consideration such Lender’s or the Administrative AgentBank’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Administrative Agent Bank to be material, then from time to time time, the Borrower Company shall pay to the Paying Agent for the account of such Lender or Bank, within ten days following delivery to the Administrative Agent, as Company of the case may becertificate specified in paragraph (d) below by such Bank, such additional amount or amounts as will compensate reimburse such Lender Bank (or the Administrative Agent or its parent) for such Lender’s or the Administrative Agent’s holding company for any such reduction sufferedreduction. (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 Regulatory Change and a change in Law, regardless of the date enacted, adopted or issued. (d) Each Bank or the Paying Agent or each Issuing Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.12 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change, change in any Law or other event; provided that (i) if such Bank or the Paying Agent or such Issuing Bank fails to give such notice by such date, such Bank or the Paying Agent or such Issuing Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.12 in respect of any costs resulting from such Regulatory Change, change in any Law or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.12 for costs incurred from and after the date of such notice and (ii) such Bank or the Paying Agent or such Issuing Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank or the Paying Agent or such Issuing Bank, be materially disadvantageous to such Bank or the Paying Agent or such Issuing Bank, as the case may be. A certificate of the Lender a Bank or the Administrative Paying Agent or such Issuing Bank setting forth in reasonable detail (i) the Regulatory Change, change in any Law or other event giving rise to any costs, (ii) such amount or amounts as shall be necessary to compensate reimburse such Lender Bank or the Administrative Paying Agent or its holding company, as applicable, such Issuing Bank (or participating banks or other entities pursuant to Section 9.11) as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent2.12, as the case may be, and (iii) the calculation of such amount or amounts shown amounts, shall be delivered to the Company (with a copy to the Paying Agent) promptly after such Bank or the Paying Agent or such Issuing Bank determines it is entitled to payment under this Section 2.12, and shall be conclusive and binding absent manifest error. In preparing such certificate, such Bank or the Paying Agent or such Issuing Bank may employ such assumptions and allocations of costs and expenses as due on it shall in good xxxxx xxxx reasonable and may use any such certificate delivered by it within 10 Business Days after its receipt of the samereasonable averaging and attribution method. (de) Failure or delay on In the part of event any Lender or the Administrative Agent to demand compensation Bank shall seek payment pursuant to this Section shall not constitute a waiver of such Lender’s 2.12 or the Administrative Agent’s right to demand such compensation; provided that the Borrower events contemplated under Section 2.10 or Section 2.13 shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions have occurred with respect to any period prior Bank, the Company shall have the right to replace such Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees as provided in Section 2.23(b). (f) Without prejudice to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know survival of any other obligations of the circumstances giving rise to such increased costs or reductions and Company hereunder, the obligations of the fact that such circumstances would result in a claim Company under this Section 2.12 shall survive for increased compensation by reason one year after the termination of such increased costs this Agreement and/or the payment or reductions; provided further that the foregoing limitation shall not apply to assignment of any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity Loans or inapplicability of the Change in Law that shall have occurred or been imposedNotes.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank, (except ii) subject any such reserve requirement which is reflected in Lender, the Adjusted LIBO Rate)Administrative Agent or any Issuing Bank to any Taxes (other than Indemnified Taxes or Excluded 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) impose on any Lender, the Administrative Agent or any Issuing Bank or the London relevant interbank market any other condition affecting this Agreement or Eurodollar Term SOFR Loans, Daily Simple SOFR Loans or Term CXXXX Loans made by such LenderLender or any Letter of Credit (except, in each case, any such reserve requirement which is reflected in the Term SOFR Rate or Term CXXXX), and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining maintaining, continuing or converting to any Eurodollar Term SOFR Loan, Daily Simple SOFR Loan or Term CXXXX Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, promptly upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or any Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by such Lender Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s policies and the policies of such Lender’s or Lxxxxx’s, the Administrative Agent’s or such Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or an Issuing Bank setting forth the amount or amounts reasonably determined by such Person to be necessary to compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section Section, the calculations and showing criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the basis of the computation conclusions in such certificate, shall be delivered to the Borrower and shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding. The Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or any Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or the Administrative Agent 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 reductionsrequest; provided further provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this AgreementAgreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to the Issuing Bank or any Lender hereunder (except for changes in respect of taxes on the overall net income of the Issuing Bank or such Lender or its lending office imposed by the jurisdiction in which its principal executive office or lending office is located), if any Change or shall result in Law shall: (i) imposethe imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected Issuing Bank, or shall result in the Adjusted LIBO Rate), or (ii) impose imposition on any Lender, the Administrative Agent Issuing Bank or the London interbank market of any other condition affecting this Agreement or Agreement, such Lender's Commitment, any Eurodollar Term Loans Loan made by such LenderLender or any Letter of Credit or participation interest therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or issuing, maintaining or participating in any Letter of maintaining its obligation to make any such Term Loan) Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent Issuing Bank to be material, then the Borrower will shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender or the Administrative AgentIssuing Bank, as the case may beapplicable, upon demand such additional amount or amounts as will compensate such Lender, as Lender or the case may be, Issuing Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent Issuing Bank shall have determined that the adoption of any Change law, rule, regulation or guideline arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in Law any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s 's or the Administrative Agent’s Issuing Bank's capital or on the capital of such Lender’s 's or the Administrative Agent’s Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment, the Loans or the Term Swingline Loans made by such Lender pursuant hereto, or any Letter of Credit or participation interest therein to a level below that which such Lender or the Administrative Agent Issuing Bank or such Lender’s 's or the Administrative Agent’s Issuing Bank's holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s policies and the policies Issuing (c) A certificate of each affected party setting forth such Lender’s amount or the Administrative Agent’s amounts as shall be necessary to compensate such party or its holding company with respect to capital adequacyas specified in paragraph (a) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent(b) above, as the case may be, and containing an explanation in reasonable detail of the manner in which such additional amount or amounts shall have been determined, shall be delivered to the Borrower, and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Issuing Bank, as applicable, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender or the Issuing Bank shall give prompt notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will compensate require compensation by the Borrower pursuant to this Section; provided, however, that failure by such Lender or the Administrative Agent or Issuing Bank to give such Lender’s or the Administrative Agent’s holding company for any notice shall not constitute a waiver of such reduction sufferedparty's right to demand compensation hereunder. (cd) A certificate Failure on the part of any party to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital of the Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified type described in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered 2.11 with respect to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section period shall not constitute a waiver of such Lender’s or the Administrative Agent’s party's right to demand compensation with respect to such compensationperiod or any other period; provided provided, however, that the Borrower shall not be under any obligation to compensate neither any Lender or nor the Administrative Agent Issuing Bank shall be entitled to compensation under paragraph (a) or (b) above this Section 2.11 for increased any costs incurred or reductions suffered with respect to any period prior to date unless it shall have notified the date Borrower that is 180 days prior to it will demand compensation for such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and of (ii) the fact that such circumstances would result in a claim for increased compensation by reason date on which it shall have become aware of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and the Issuing Bank agrees that it will designate a different lending or issuing office, as applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in its reasonable judgment, be disadvantageous to its interests.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower Borrowers will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation 2.14 shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this AgreementAgreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, if any Change in Law shall: (i) impose, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected Issuing Bank, or shall result in the Adjusted LIBO Rate), or (ii) impose imposition on any Lender, the Administrative Agent Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or Eurodollar Term Loans any Eurocurrency Loan or Fixed Rate Loan made by such LenderLender or any Letter of Credit, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Eurocurrency Loan (or Fixed Rate Loan or of issuing or maintaining its obligation to make any such Term Loan) Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent such Issuing Bank to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, or such Issuing Bank, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender, or such Issuing Bank, as the case may be, upon demand. Notwithstanding the foregoing, no Lender or Issuing Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan or Letter of Credit if the change giving rise to such request was applicable to such Lender or Issuing Bank at the time of submission of the Competitive Bid or L/C Competitive Bid pursuant to which such Competitive Loan or Letter of Credit was made or issued. (b) If any Lender or the Administrative Agent any Issuing Bank shall have determined that the adoption after the date hereof of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change in Law any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Issuing Bank (or any lending office of such Lender or such Issuing Bank) or any Lender's or Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s 's or the Administrative Agent’s Issuing Bank's capital or on the capital of such Lender’s 's or the Administrative Agent’s Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Term Loans made or Letters of Credit issued by such Lender or Issuing Bank pursuant hereto to a level below that which such Lender or the Administrative Agent Issuing Bank or such Lender’s 's or the Administrative Agent’s Issuing Bank's holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s Issuing Bank's policies and the policies of such Lender’s 's or the Administrative Agent’s Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company Issuing Bank for any such reduction sufferedwill be paid by the Borrowers to such Lender or Issuing Bank. (c) A certificate of the any Lender or the Administrative Agent Issuing Bank setting forth the such amount or amounts as shall be necessary to compensate such Lender or the Administrative Agent Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing above, as the basis of the computation case may be, shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, Issuing Bank the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent Issuing Bank to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to this Section any period shall not constitute a waiver of such Lender’s 's or the Administrative Agent’s Issuing Bank's right to demand compensation with respect to such compensationperiod or any other period; provided provided, however, that the Borrower shall not be under any obligation to compensate any no Lender or the Administrative Agent Issuing Bank shall be entitled to compensation under paragraph (a) or (b) above this Section 2.14 for increased any costs incurred or reductions suffered with respect to any period prior to date unless it shall have notified the date Company that is 180 days prior to it will demand compensation for such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and of (ii) the fact that such circumstances would result in a claim for increased compensation by reason date on which it shall have become aware of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender or the Administrative Agent of issuing or maintaining any Letter of Credit or Letter of Credit Guaranty or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower Borrowers will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or ’s, the Administrative Agent’s capital or on the capital of such Lender’s or ’s, the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letter of Credit Guaranties purchased by, such Lender or the Letter of Credit Guaranties issued by the Administrative Agent to a level below that which such Lender or Lender, the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation 2.14 shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent (except any such reserve requirement which is reflected in or the Adjusted LIBO Rate)Issuing Bank, or (ii) impose on any Lender, the Administrative Agent or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit (except, in each case, any such reserve requirement which is reflected in the Adjusted LIBO Rate), and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, promptly upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or any Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by, or participations in Letters of Credit or Swingline Loans purchased by, such Lender or the Letters of Credit issued by such Lender Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s policies and the policies of such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or an Issuing Bank setting forth the amount or amounts reasonably determined by such Person to be necessary to compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section Section, the calculations and showing criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the basis of the computation conclusions in such certificate, shall be delivered to the Borrower and shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding. The Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or any Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or the Administrative Agent 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 reductionsrequest; provided further provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the Amendment Closing Date any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets or liabilities (including “eurocurrency liabilities” as defined in Regulation D of the Board) of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), orLC Issuer; (ii) impose on any Lender, the Administrative Agent Lender or LC Issuer or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participations by such Lender therein; or (iii) subject any Lender or LC Issuer to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or on its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan the interest on which is determined by Term Loan (SOFR or to increase the cost to such Lender or any LC Issuer of participating in, issuing or maintaining its obligation to make any such Term Loan) Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative AgentLC Issuer, as the case may be, upon demand to be material, then such additional amount or amounts as will compensate such LenderLender or LC Issuer, as the case may be, for such additional costs incurred or reduction suffered. will be paid by the applicable Borrower (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding companyor, if anysuch amount is not attributable to any particular Borrower, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacyCompany) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction sufferedLC Issuer upon demand. (c) A certificate of the Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurocurrency Loan or A/C Fronted Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (i) other than changes in respect of taxes imposed on the overall net income of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (iithe EURIBO Rate, the Bank Xxxx Rate or the Italian Fixed Rate, as the case may be) or shall impose on any Lender, the Administrative Agent such Lender or such Issuing Bank or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or Eurodollar Term Eurocurrency Loans or A/C Fronted Fixed Rate Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Term Eurocurrency Loan (or A/C Fronted Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining its obligation to make any such Term Loan) Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent such Issuing Bank to be material, then the Borrower Borrowers will pay to such Lender or the Administrative Agentsuch Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent any Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s 's or the Administrative Agent’s such Issuing Bank's capital or on the capital of such Lender’s 's or the Administrative Agent’s such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Term Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or the Administrative Agent such Issuing Bank or such Lender’s 's or the Administrative Agent’s such Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Administrative Agent’s such Issuing Bank's policies and the policies of such Lender’s 's or the Administrative Agent’s such Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent such Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Administrative Agentsuch Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent such Issuing Bank or such Lender’s 's or the Administrative Agent’s such Issuing Bank's holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, such Issuing Bank the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent any Issuing Bank to demand compensation pursuant to this Section 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 's or the Administrative Agent’s such Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reservereserve (including liquidity and capital adequacy reserves), special deposit or similar requirement (including any marginal, special, emergency or supplemental reserves) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), orAgent; (ii) subject any Lender or the Administrative Agent 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 Loan made by it, or change the basis of taxation of payments to such Lender or the Administrative Agent in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.19 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender or the Administrative Agent); or (iii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term LIBOR Loans made by such Lender, Lender or the Administrative Agent or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making or maintaining any Eurodollar Term LIBOR Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender or the Administrative Agent of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then upon written request of such Lender or the Administrative Agent, as applicable, the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered; provided that a Lender shall only request compensation from the Borrower pursuant to this Section 2.18(a) to the extent such Lender makes the same request under comparable credit agreements with other borrowers similarly situated to the Borrower. (b) If any Lender in its sole and absolute discretion or the Administrative Agent shall have reasonably determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letters of Credit purchased by, such Lender or the Administrative Agent or the Letters of Credit issued by the Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered; provided that a Lender shall only request compensation from the Borrower pursuant to this Section 2.18(b) to the extent such Lender makes the same request under comparable credit agreements with other borrowers similarly situated to the Borrower. (c) A certificate of the a Lender or the Administrative Agent setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph clause (a) or (b) of this Section and showing the basis of the computation 2.18 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days ten (10) days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.18 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph clause (a) or (b) above of this Section 2.18 for increased costs or reductions with respect to any period prior to the date that is 180 two hundred seventy (270) days prior to such request if such Lender or the Administrative Agent 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 provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section 2.18 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then the relevant Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by the Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s policies and the policies of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time the relevant Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or the Issuing Bank setting forth in reasonable detail the basis for and calculation of the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in payable under paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the neither Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this AgreementAgreement (or in the case of any assignee of any Lender, if the date of assignment) any Change change in Law applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, shall: : (i) subject the Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Agent or any Lender) to any charge, fee deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by either the Agent or any Lender with respect to any Eurodollar Loans or Reference Rate Loans made by a Lender to the Borrower (other than (x) taxes imposed on the overall net income of the Agent or such Lender and (y) franchise taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan or Reference Rate Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan or Reference Rate Loan or otherwise hereunder (other than taxes imposed on the overall net income of such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit loans or loan commitments extended by, any Lender by such Lender; or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (iiiv) impose on any LenderLender or, the Administrative Agent with respect to Eurodollar Loans, Reference Rate Loans or the London interbank market market, any other condition affecting this Agreement Agreement, Eurodollar Loans or Eurodollar Term Reference Rate Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Reference Rate Loan) , or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest interest, fee, compensation or otherwise) by an amount reasonably deemed receivable by such Lender or the Administrative Agent to be materialrequire such Lender to make any payment in respect of any Eurodollar Loan or Reference Rate Loan, then the Borrower will shall pay to such Lender or the Administrative Agent, as the case may be, upon demand such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender, as Lender or the case may be, Agent for such additional costs incurred or reduction sufferedreduction. The Agent and each Lender agree to give notice to the Borrower of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Credit Transactions, but in no event more than forty-five (45) days after the Agent or any Lender has actual knowledge thereof. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (A) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 hereof or (B) require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrower pursuant to Section 2.15 hereof. (b) If any Lender or the Administrative Agent shall have determined that the adoption after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change in Law any applicable law, rule, regulation or guideline regarding capital adequacy, including, without limitation, the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or any change after the Closing Date in the interpretation or administration of any thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its lending office) with any request or directive after the Closing Date (whether or not such change in rule, regulation or guideline is retroactive to a date prior to the Closing Date) regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would will have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s 's capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender its obligations hereunder to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s 's policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender for such reduction, including amounts applicable to losses caused by retroactive effectiveness of any change in rule, regulation or guideline to a date prior to the Administrative Closing Date. Each Lender agrees to give notice to the Borrower of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Credit Transactions, but in no event more than forty-five (45) days after the Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction sufferedLender has actual knowledge thereof. (c) A certificate statement of the any Lender or the Administrative Agent setting forth the such amount or amounts amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Lender (or the Administrative Agent or its holding company, as applicable, Agent) as specified in paragraph paragraphs (a) or and (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Agent the amount shown as due on any such statement within thirty (30) days after its receipt of the same. In the event that such Lender or the Administrative Agent, as the case may be, determines that the Borrower has made a payment pursuant to a statement that contains an error, and further determines that as a result thereof the Borrower has paid more than the amount necessary to compensate such Lender or amounts shown the Agent as due on specified in paragraphs (a) and (b) above, such Lender or the Agent, as the case may be, shall promptly refund such excess amount to the Borrower. In the event that such Lender or the Agent, as the case may be, determines that it has received a refund of any such certificate delivered by it within 10 Business Days after its receipt additional costs of the sametype described in paragraph (a) above, such Lender or the Agent, as the case may be, shall refund to the Borrower an amount (not to exceed the amount of the refund received by such Lender or the Agent) equal to the amount of compensation payments made by the Borrower pursuant to paragraph (a) above in respect of such additional costs within thirty (30) days. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant for any increased costs, reduction in amounts received or receivable with respect to this Section any Interest Period or reduction in the rate of return earned on such Lender's capital, shall not constitute a waiver of such Lender’s 's or the Administrative Agent’s right 's rights to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above compensation for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out reduction in amounts received or receivable or reduction in rate of the retroactive application of return in such Interest Period or in any Change in Law within such 180-day periodother Interest Period. The protection of under this Section 2.10 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender or the Change Agent for compensation. (e) Any Lender claiming any additional amounts payable pursuant to this Section 2.10 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in Law that shall have occurred or been imposedthe reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or ; (ii) 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, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender, the Administrative Agent Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount reasonably deemed by then, upon request of such Lender or the Administrative Agent to be materialother Recipient, then the Borrower will pay to such Lender or the Administrative Agentother Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicablethe case may be, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, Agent the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for with respect to increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this AgreementAgreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to the Issuing Bank or any Lender hereunder (except for changes in respect of taxes on the overall net income of the Issuing Bank or such Lender or its lending office imposed by the jurisdiction in which its principal executive office or lending office is located), if any Change or shall result in Law shall: (i) imposethe imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected Issuing Bank, or shall result in the Adjusted LIBO Rate), or (ii) impose imposition on any Lender, the Administrative Agent Issuing Bank or the London interbank market of any other condition affecting this Agreement or Agreement, such Lender's Commitment, any Eurodollar Term Loans Loan made by such LenderLender or any Letter of Credit or participation interest therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or issuing, maintaining or participating in any Letter of maintaining its obligation to make any such Term Loan) Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent Issuing Bank to be material, then the Borrower will shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender or the Administrative AgentIssuing Bank, as the case may beapplicable, upon demand such additional amount or amounts as will compensate such Lender, as Lender or the case may be, Issuing Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent Issuing Bank shall have determined that the adoption of any Change law, rule, regulation or guideline arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in Law any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s 's or the Administrative Agent’s Issuing Bank's capital or on the capital of such Lender’s 's or the Administrative Agent’s Issuing Bank's holding company, if any, as a consequence of this Agreement or Agreement, such Lender's Commitment, the Term Loans made by such Lender pursuant hereto, or any Letter of Credit or participation interest therein to a level below that which such Lender or the Administrative Agent Issuing Bank or such Lender’s 's or the Administrative Agent’s Issuing Bank's holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s Issuing Bank's policies and the policies of such Lender’s 's or the Administrative Agent’s Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company Issuing Bank for any such reduction sufferedsuffered will be paid by the Borrower to such Lender or the Issuing Bank, as applicable. (c) A certificate of the Lender or the Administrative Agent each affected party setting forth the such amount or amounts as shall be necessary to compensate such party or its holding company as specified in paragraph (a) or (b) above, as the case may be, and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined, shall be delivered to the Borrower, and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Administrative Agent or its holding companyIssuing Bank, as applicable, the amount shown as specified due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender or the Issuing Bank shall give prompt notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the Borrower pursuant to this Section; provided, however, that failure by such Lender or the Issuing Bank to give such notice shall not constitute a waiver of such party's right to demand compensation hereunder. (d) Failure on the part of any party to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital of the type described in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered 2.11 with respect to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section period shall not constitute a waiver of such Lender’s or the Administrative Agent’s party's right to demand compensation with respect to such compensationperiod or any other period; provided provided, however, that the Borrower shall not be under any obligation to compensate neither any Lender or nor the Administrative Agent Issuing Bank shall be entitled to compensation under paragraph (a) or (b) above this Section 2.11 for increased any costs incurred or reductions suffered with respect to any period prior to date unless it shall have notified the date Borrower that is 180 days prior to it will demand compensation for such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and of (ii) the fact that such circumstances would result in a claim for increased compensation by reason date on which it shall have become aware of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and the Issuing Bank agrees that it will designate a different lending or issuing office, as applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in its reasonable judgment, be disadvantageous to its interests.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or ; (ii) 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, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender, the Administrative Agent Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount reasonably deemed by then, upon request of such Lender or the Administrative Agent to be materialother Recipient, then the Borrower will pay to such Lender or the Administrative Agentother Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicablethe case may be, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for with respect to increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision If after the date of this Agreement, if Agreement any Change change in Law shall: applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, any by such Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate)Issuing Bank, or or (ii) shall impose on any Lender, the Administrative Agent such Lender or Issuing Bank or the London or Australian interbank market markets any other condition affecting this Agreement or Eurodollar Term LIBOR Loans or Xxxx Rate Loans made by such LenderLender or Letters of Credit issued by such Issuing Bank or participations therein or in Swingline Loans (excluding for purposes of this clause (ii) any Indemnified Taxes or Other Taxes, as to which Section 2.20 shall apply), and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Term such Loan (or increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining its obligation to make any such Term Loan) Letter of Credit or Swingline Loan or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount reasonably deemed by such Lender or the Administrative Agent such Issuing Bank to be material, then the applicable Borrower (or, if such cost or reduction shall not be attributable to a particular Loan or Letter of Credit, Millennium America) will pay to such Lender or the Administrative Agent, as the case may be, upon demand such Issuing Bank pursuant to Section 2.15(c) such additional amount or amounts as will compensate such Lender, as the case may be, Lender or such Issuing Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent any Issuing Bank shall have determined that the adoption after the date hereof of any Change law, rule, regulation or guideline regarding capital adequacy, or any change in Law any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Bank or any Lender (or any lending office of such Lender) or any Issuing Bank or any Lender’s or any Issuing Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) made or promulgated after the date hereof by any such Governmental Authority, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agentsuch Issuing Bank’s capital or on the capital of such Lender’s or the Administrative Agentsuch Issuing Bank’s holding company, if any, as a consequence of its obligations under this Agreement or the Term Loans made by such Lender or such Issuing Bank’s pursuant hereto to a level below that which such Lender or the Administrative Agent such Issuing Bank or such Lender’s or the Administrative Agentsuch Issuing Bank’s holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agentsuch Issuing Bank’s policies and the policies of such Lender’s or the Administrative Agent’s holding company guidelines with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent such Issuing Bank to be material, then from time to time the Borrower Millennium America shall pay to such Lender or the Administrative Agent, as the case may be, such Issuing Bank pursuant to Section 2.15(c) such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agentsuch Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of the each Lender or the Administrative Agent each Issuing Bank setting forth the such amount or amounts as shall be necessary to compensate such Lender or the Administrative Agent (or its holding company, as applicable, participating banks or other entities pursuant to Section 10.06) or such Issuing Bank as specified in paragraph (a) or (b) of this Section above, as the case may be, and showing setting forth in reasonable detail the basis of the computation calculations used by such Lender or such Issuing Bank to determine such amount, shall be delivered to the Borrower Millennium America and shall be conclusive absent manifest error. The Borrower shall pay such Lender Except as provided in paragraph (d) below, the applicable Borrowers or the Administrative AgentMillennium America, as the case may be, shall pay each Lender or each Issuing Bank the amount or amounts shown as due on any such certificate delivered by it such Lender or such Issuing Bank within 10 Business Days 30 days after its receipt of the same. Each Lender or each Issuing Bank shall submit such a certificate no more often than monthly; provided, however, that certificates with respect to amounts due with respect to identifiable Loans may be submitted at the ends of the Interest Periods applicable to such Loans. (d) Failure or delay on the part of any Lender or the Administrative Agent any Issuing Bank to demand compensation pursuant to this Section 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 Administrative Agentsuch Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions rights with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent 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 demand compensation for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period or any other period; provided, however, that no Lender or Issuing Bank shall be entitled to compensation under this Section for any costs incurred or reductions arising out suffered with respect to any date unless it shall have notified Millennium America or Millennium that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. If a Lender or Issuing Bank receives a refund of any amount paid to it pursuant to paragraph (c) above, it shall pay over such refund to the applicable Borrower or Millennium America, as applicable, net of all reasonable out-of-pocket expenses of such Lender or Issuing Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the applicable Borrower or Millennium America, as applicable, agrees, upon the request of the retroactive application of such Lender or Issuing Bank, to repay to such Lender or Issuing Bank the amount paid over to the applicable Borrower or Millennium America (plus any Change penalties, interest or other charges imposed by the relevant Governmental Authority) in Law within the event such 180-day periodLender or Issuing Bank is required to repay such refund to such Governmental Authority. The protection of this This Section 2.15(d) shall not be construed to require any Lender or Issuing Bank to make available its tax returns (or any other information it deems confidential) to each Lender and the Administrative Agent regardless of any possible contention of the invalidity Borrower or inapplicability of the Change in Law that shall have occurred or been imposedany other person.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if any Change in Law shall: shall (i) subject any Lender or the Administrative Agent to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to any Lender or the Administrative Agent of the principal of or interest on any Loan made by such Lender or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income of such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent has its principal office or by any political subdivision or taxing authority therein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16); (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, or participated in by any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO RateEurodollar Rate hereunder), or ; or (iiiii) impose on any Lender, Lender or the Administrative Agent or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to increase the cost to such Lender or the Administrative Agent, or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by ), then, upon prompt request of such Lender or the Administrative Agent to be materialAgent, then the Borrower will pay to such Lender or the Administrative Agent, Agent as the case may be, upon demand provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender, as Lender or the case may be, Administrative Agent for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender Lender, to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be materialadequacy and liquidity), then from time to time time, the Borrower shall pay as provided in Section 2.09(c) to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of each Lender or the Administrative Agent signed by an officer of the respective Lender or the Administrative Agent setting forth the in reasonable detail such amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, company as specified in paragraph (aSection 2.09(a) or (b) of this Section and showing 2.09(b), as the basis of the computation case may be, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Administrative Agent, as the case may be, Agent the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.09 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.09 shall be available to each Lender and or the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered; provided, that such amount shall be determined in a manner consistent with the amount that such Lender or the Issuing Bank, as the case may be, would generally apply with respect to other similarly situated borrowers and shall not be duplicative of any amounts paid by Borrower under any other provision of this Agreement; and provided further that costs to which this Section 2.14 applies shall not include Excluded Taxes or costs relating to Indemnified Taxes or Other Taxes that are governed by Section 2.20. (b) If any Lender or Lender, the Administrative Agent or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by the Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s policies and the policies of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company for any such reduction suffered; provided, that such amount shall be determined in a manner consistent with the amount that such Lender or the Issuing Bank, as the case may be, would generally apply with respect to other similarly situated borrowers and shall not be duplicative of any amounts paid by Borrower under any other provision of this Agreement. (c) A certificate of the Lender or a Lender, the Administrative Agent or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower Borrowers will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s 's or the Administrative Agent’s 's capital or on the capital of such Lender’s 's or the Administrative Agent’s 's holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s 's or the Administrative Agent’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Administrative Agent’s 's policies and the policies of such Lender’s 's or the Administrative Agent’s 's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s 's or the Administrative Agent’s 's holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation 2.14 shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's or the Administrative Agent’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or any Issuing Bank (except any such reserve requirement which is to the extent reflected in the Adjusted LIBO Interbank Offered Rate), or (ii) impose on any Lender, the Administrative Agent or any Issuing Bank or the London interbank market any other condition condition, cost or expense affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, or (iii) subject any Lender to any tax of any kind whatsoever with respect to any Loan, this Agreement or any Letter of Credit or participation therein, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes covered by Section 2.20 and Taxes described in clauses (b) through (d) of the definition of Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making making, continuing, converting into or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to such Lender, the Administrative Agent or -75- such Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then the Borrower will pay to such Lender or Lender, the Administrative AgentAgent or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Administrative Agent or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or any Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity has or would have the effect of reducing the rate of return on such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s capital or on the capital of such Lender’s or ’s, the Administrative Agent’s holding companyor such Issuing Bank’s Parent Company, if any, as a consequence of this Agreement or the Term Loans made by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by such Lender Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s holding company or such Issuing Bank’s Parent Company could have achieved but for such Change in Law (taking into consideration such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s policies and the policies of such Lender’s or ’s, the Administrative Agent’s holding company or such Issuing Bank’s Parent Company with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or Lender, the Administrative AgentAgent or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation for calculating such amount or amounts shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Lender, the Administrative AgentAgent or such Issuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s right to demand such compensation; provided provided, however, that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or any Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or Lender, the Administrative Agent or any Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed; provided that such amounts shall only be payable by the Borrower to the applicable Lender under this Section 2.14 so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements. (e) The Borrower shall not be obligated to make any payments under this Section 2.14 solely as a result of a Lender having any direct or indirect equity interest in any member of the Consolidated Group.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein or any Credit-Linked Deposit, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or the Issuing Bank of issuing or maintaining any Letter of Credit or any Credit-Linked Deposit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then the Borrower Borrowers will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's capital or on the capital of such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by the Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's policies and the policies of such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or the Issuing Bank setting forth the amount or amounts reasonably determined by such person to be necessary to compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative any Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) (impose on any Lender, the Administrative Lender or any Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender or any Agent of issuing or maintaining any Letter of Credit or Letter of Credit Guaranty or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative such Agent to be material, then the Borrower Borrowers will pay to such Lender or the Administrative such Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, such Agent or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative any Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s 's or the Administrative such Agent’s 's capital or on the capital of such Lender’s 's or the Administrative such Agent’s 's holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letters of Credit purchased by, such Lender to a level below that which such Lender or the Administrative Lender, any Agent or such Lender’s 's or the Administrative such Agent’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Administrative such Agent’s 's policies and the policies of such Lender’s 's or the Administrative such Agent’s 's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative such Agent to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Administrative such Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative such Agent or such Lender’s 's or the Administrative such Agent’s 's holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative any Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative such Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation 2.14 shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative such Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative any Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's or the Administrative such Agent’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Administrative any Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative such Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative each Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate); (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.16 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender); or (ii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term LIBOR Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term LIBOR Loan (or of maintaining its obligation to make or maintain any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower Borrowers will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have reasonably determined that any Change in Law regarding capital adequacy or liquidity and capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company’s, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent Agent, or such Lender’s or the Administrative Agent’s holding company company, could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender adequacy or the Administrative Agent to be materialliquidity and capital requirements), then from time to time the Borrower Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent Agent, or such Lender’s or the Administrative Agent’s holding company company, for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph clause (a) or (b) of this Section and showing the basis of the computation 2.15 shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph clause (a) or (b) above of this Section 2.15 for increased costs or reductions with respect to any period prior to the date that is 180 more than 365-days prior to such request if such Lender or the Administrative Agent 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 provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180365-day period. The protection of this Section 2.15 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement the adoption of, or any Change change in, applicable law or regulation or in Law shall: the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (iwhether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) shall impose on any Lender, the Administrative Agent such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans Loans, Fixed Rate Loans, Letter of Credit or Application made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or Fixed Rate Loan, or issuing or participating in any Letter of maintaining its obligation to make any such Term Loan) Credit or Application, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that the adoption after the date hereof of any Change law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in Law any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender pursuant hereto, or under or in respect of any Letter of Credit, to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law applicability, adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, company (including the calculation thereof) as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 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 Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender or the Administrative Agent or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its their respective holding companycompanies, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) 3. Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank, (except ii) subject any Lender, the Administrative Agent or any Issuing Bank to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender, the Administrative Agent or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit (except, in each case, any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining maintaining, continuing or converting to any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, promptly upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding If any other provision of this Agreementthe Agents or any Lender determines (which determination shall, if absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Agents or any Lender (or its applicable lending office or any company controlling the Administrative Agent or such Lender) (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or ; (ii) 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; or (iii) impose on any Lender, the Administrative Agent Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount reasonably deemed by then, upon request of such Lender or the Administrative Agent to be materialother Recipient, then the Borrower will pay to such Lender or the Administrative Agentother Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any of the Agents or any Lender or the Administrative Agent shall have determined determines (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicablethe case may be, as specified in paragraph (a) or (b) of this Section 2.14 and showing the basis of the computation shall be delivered to the Borrower and Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the samethereof. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for with respect to increased costs or reductions with respect to any period prior to the date that is 180 120 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180120-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this AgreementAgreement (or in the case of any assignee of any Lender, if the date of assignment) any Change change in Law applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, shall: : (i) subject the Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Agent or any Lender) to any charge, fee deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by either the Agent or any Lender with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than taxes imposed on the overall net income of the Agent or such Lender); (ii) change the basis of taxation of payments to any Lender or the Agent or any fees or amounts payable with respect to any Letter of Credit or otherwise hereunder (other than taxes imposed on the overall net income of such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit loans or loan commitments extended by, any Lender or the Administrative Agent Letters of Credit issued and maintained by such Lender; or (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (iiiv) impose on any Lender, the Administrative Agent or the London interbank market Lender any other condition affecting this Agreement or Eurodollar Term Loans made Letters of Credit issued and maintained by such Lender, ; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Term Loan (or Letter of maintaining its obligation to make any such Term Loan) Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest interest, fee, compensation or otherwise) by an amount reasonably deemed receivable by such Lender or the Administrative Agent to be materialrequire such Lender to make any payment in respect of any Letter of Credit, then the Borrower will Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender 's or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be's demand, such additional amount or amounts as will compensate such Lender or the Administrative Agent for such additional costs or reduction. The Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.15 hereof. (b) If at any time and from time to time after the date of this Agreement, any Lender shall determine that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change in any applicable law, rule, regulation or guideline regarding capital adequacy or any change in the interpretation or administration of any thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or will have the effect of reducing the rate of return on such Lender’s 's capital or on the Administrative Agent’s capital of such Lender's holding company, if any, as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender agrees to give notice to the Borrowers of any adoption of, change in, or change in interpretation or administration of, any such reduction sufferedlaw, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions. (c) A certificate statement of the any Lender or the Administrative Agent setting forth the such amount or amounts amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Lender (or the Administrative Agent or its holding company, as applicable, Agent) as specified in paragraph paragraphs (a) or and (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such each Lender or the Administrative Agent, as the case may be, Agent the amount or amounts shown as due on any such certificate delivered by it statement within 10 Business Days twenty (20) days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant for any increased costs, reduction in amounts received or receivable with respect to this Section any Letter of Credit or reduction in the rate of return earned on such Lenders capital, shall not constitute a waiver of such Lender’s Lenders or the Administrative Agent’s right 's rights to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above compensation for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out reduction in amounts received or receivable or reduction in rate of the retroactive application return with respect to such Letter of any Change in Law within such 180-day periodCredit. The protection of under this Section 2.10 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender or the Change Agent for compensation; provided, however, that if any such law, regulation or other condition which gave rise to a demand and payment of compensation by the Borrowers is subsequently determined by final adjudication to be invalid, then, upon a request by Borrowers, such Lender shall refund promptly such compensation (without interest). Borrowers' obligation to pay such compensation and a Lender's obligation of refund shall survive the termination of this Agreement. (e) Any Lender claiming any additional amounts payable pursuant to this Section 2.10 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Domestic Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in Law that shall have occurred or been imposedthe reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Eurodollar Rate), or; (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 1.16 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender); or (iii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender or the Agent or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth a calculation in reasonable detail of the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (aSection 1.15(a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 1.15 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph clause (a) or (b) above of this Section 1.15 for increased costs or reductions with respect to any period prior to the date that is more than 180 days prior to such request if such Lender or the Administrative Agent 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 provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 1.15 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If any Change in Law shall: shall (i1) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Administrative Agent Lender; (except 2) subject any such reserve requirement which is reflected in the Adjusted LIBO Rate)Recipient to any Taxes (other than (i) Indemnified Taxes, or (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (iii) 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 (3) impose on any Lender, the Administrative Agent Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount reasonably deemed by then, upon request of such Lender or the Administrative Agent to be materialother Recipient, then the Borrower will pay to such Lender or the Administrative Agentother Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth (i) the amount or amounts reasonably necessary to compensate such Lender or the Administrative Agent or its holding company, as applicablethe case may be, as specified in paragraph clause (a) or (b) of this Section 2.11, (ii) the factual basis for such compensation, and showing (iii) the basis of the computation shall be manner in which such amount or amounts were calculated, and delivered to the Borrower and Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the samethereof. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph immediately preceding clauses (a) or (b) above for with respect to increased costs or reductions with respect to any period prior to the date that is 180 120 days prior to such request if such Lender or the Administrative Agent 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 provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180120-day period. The protection of this Section 2.11 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank, (except ii) subject any Lender, the Administrative Agent or any Issuing Bank to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender, the Administrative Agent or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit (except, in each case, any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining maintaining, continuing or converting to any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, promptly upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or any Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by such Lender Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s policies and the policies of such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount 71 US-DOCS\104110541.24 or amounts as will compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or such Lender’s or ’s, the Administrative Agent’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or an Issuing Bank setting forth the amount or amounts reasonably determined by such Person to be necessary to compensate such Lender or Lender, the Administrative Agent or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section Section, the calculations and showing criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the basis of the computation conclusions in such certificate, shall be delivered to the Borrower and shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding. The Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days ten (10) days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or any Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or the Administrative Agent 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 reductionsrequest; provided further provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein or any Credit-Linked Deposit, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or the Issuing Bank of issuing or maintaining any Letter of Credit or any Credit-Linked Deposit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then the Borrower Borrowers will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by the Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s policies and the policies of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or the Issuing Bank setting forth the amount or amounts reasonably determined by such Person to be necessary to compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If any Change in Law shall: shall (i1) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Administrative Agent Lender; (except 2) subject any such reserve requirement which is reflected in the Adjusted LIBO Rate)Recipient to any Taxes (other than (i) Indemnified Taxes, or (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (iii) 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 (3) impose on any Lender, the Administrative Agent Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount reasonably deemed by then, upon request of such Lender or the Administrative Agent to be materialother Recipient, then the Borrower will pay to such Lender or the Administrative Agentother Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’ s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s ’ s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s ’ s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth (i) the amount or amounts reasonably necessary to compensate such Lender or the Administrative Agent or its holding company, as applicablethe case may be, as specified in paragraph (a) or (b) of this Section 2.11, (ii) the factual basis for such compensation, and showing (iii) the basis of the computation shall be manner in which such amount or amounts were calculated, and delivered to the Borrower and Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the samethereof. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for with respect to increased costs or reductions with respect to any period prior to the date that is 180 120 days prior to such request if such Lender or the Administrative Agent 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 provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180120-day period. The protection of this Section 2.11 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or; (ii) 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; or (iii) impose on any Lender, the Administrative Agent such Lender or the London interbank market any other condition condition, cost or expense affecting this Agreement or Eurodollar Term Loans made by such Lender, Lender (other than with respect to Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Term Loan (Loan, or of maintaining its obligation to make any such Term Loan) a loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material), then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand therefor, such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender adequacy or the Administrative Agent to be materialliquidity), then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for with respect to increased costs or expenses incurred or reductions with respect to any period suffered more than 120 days prior to the date that is 180 days prior to such request if such Lender or notifies the Administrative Agent knew or could reasonably have been expected to know Borrower of the circumstances Change in Law giving rise to such increased costs costs, expenses or reductions and of the fact that such circumstances would result in a Lender’s intention to claim for increased compensation by reason of such increased costs or reductionstherefor; provided further that if the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within giving rise to such 180increased costs, expenses or reductions is retroactive, then the 120-day periodperiod referred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderAgreement, and the result of any of the foregoing shall be to increase the cost to such any Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) the Administrative Agent or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand in accordance with clause (c) below such additional amount or amounts as will compensate such LenderLender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or Lender, the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if any Change in Law shall: shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16); (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, or participated in by any Lender (except any reserve requirement reflected in the Eurodollar Rate hereunder); or (iii) impose on any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by ), then, upon prompt request of such Lender or the Administrative Agent to be materialLender, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender Lender, to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be materialadequacy and liquidity), then from time to time time, the Borrower shall pay as provided in Section 2.09(c) to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein or any Credit-Linked Deposit, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or the Issuing Bank of issuing or maintaining any Letter of Credit or any Credit-Linked Deposit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's capital or on the capital of such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or Credit-Linked Deposits funded by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by the Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's policies and the policies of such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of the Lender or a Lender, the Administrative Agent or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or 's, the Administrative Agent’s 's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if any Change in Law shall: shall (i) subject any Lender or the Administrative Agent to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to any Lender or the Administrative Agent of the principal of or interest on any Loan made by such Lender or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income of such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent has its principal office or by any political subdivision or taxing authority therein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16); (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, or participated in by any Lender or the Administrative Agent; or (iii) impose on any Lender or the Administrative Agent (except or any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent or the London applicable interbank market any other condition condition, cost or expense affecting this Agreement or Eurodollar Term SOFR Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to increase the cost to such Lender or the Administrative Agent, or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by ), then, upon prompt request of such Lender or the Administrative Agent to be materialAgent, then the Borrower will pay to such Lender or the Administrative Agent, Agent as the case may be, upon demand provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender, as Lender or the case may be, Administrative Agent for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender Lender, to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be materialadequacy and liquidity), then from time to time time, the Borrower shall pay as provided in Section 2.09(c) to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of each Lender or the Administrative Agent signed by an officer of the respective Lender or the Administrative Agent setting forth the in reasonable detail such amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, company as specified in paragraph (aSection 2.09(a) or (b) of this Section and showing 2.09(b), as the basis of the computation case may be, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Administrative Agent, as the case may be, Agent the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.09 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.09 shall be available to each Lender and or the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), orAgent; (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.16 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender); or (iii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make maintain any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower Borrowers will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have reasonably determined that any Change in Law regarding capital adequacy or liquidity and capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company’s, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent Agent, or such Lender’s or the Administrative Agent’s holding company company, could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender adequacy or the Administrative Agent to be materialliquidity and capital requirements), then from time to time the Borrower Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent Agent, or such Lender’s or the Administrative Agent’s holding company company, for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph clause (a) or (b) of this Section and showing the basis of the computation 2.15 shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph clause (a) or (b) above of this Section 2.15 for increased costs or reductions with respect to any period prior to the date that is 180 more than 365-days prior to such request if such Lender or the Administrative Agent 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 provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180365-day period. The protection of this Section 2.15 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or ; (ii) 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; or (iii) impose on any Lender, the Administrative Agent Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount reasonably deemed by then, upon request of such Lender or the Administrative Agent to be materialother Recipient, then the Borrower will pay to such Lender or the Administrative Agentother Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material), then from time to time the Borrower shall will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicablethe case may be, as specified in paragraph (a) or (b) of this Section 2.14 and showing the basis of the computation shall be delivered to the Borrower and Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the samethereof. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for with respect to increased costs or reductions with respect to any period prior to the date that is 180 120 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180120-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this AgreementAgreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, if any Change in Law shall: (i) impose, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected Issuing Bank, or shall result in the Adjusted LIBO Rate), or (ii) impose imposition on any Lender, the Administrative Agent Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender’s Commitment or Eurodollar Term Loans any Eurocurrency Loan or Fixed Rate Loan made by such LenderLender or any Letter of Credit, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Eurocurrency Loan (or Fixed Rate Loan or of issuing or maintaining its obligation to make any such Term Loan) Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent such Issuing Bank to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, or such Issuing Bank, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender, or such Issuing Bank, as the case may be, upon demand. Notwithstanding the foregoing, no Lender or Issuing Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan or Letter of Credit if the change giving rise to such request was applicable to such Lender or Issuing Bank at the time of submission of the Competitive Bid or L/C Competitive Bid pursuant to which such Competitive Loan or Letter of Credit was made or issued. (b) If any Lender or the Administrative Agent any Issuing Bank shall have determined that the adoption after the date hereof of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change in Law any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Issuing Bank (or any lending office of such Lender or such Issuing Bank) or any Lender’s or Issuing Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, such Lender’s Commitment or the Term Loans made or Letters of Credit issued by such Lender or Issuing Bank pursuant hereto to a level below that which such Lender or the Administrative Agent Issuing Bank or such Lender’s or the Administrative AgentIssuing Bank’s holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s or the Administrative AgentIssuing Bank’s policies and the policies of such Lender’s or the Administrative AgentIssuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company Issuing Bank for any such reduction sufferedwill be paid by the Borrowers to such Lender or Issuing Bank. (c) A certificate of the any Lender or the Administrative Agent Issuing Bank setting forth the such amount or amounts as shall be necessary to compensate such Lender or the Administrative Agent Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing above, as the basis of the computation case may be, shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, Issuing Bank the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent Issuing Bank to demand compensation pursuant for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to this Section any period shall not constitute a waiver of such Lender’s or the Administrative AgentIssuing Bank’s right to demand compensation with respect to such compensationperiod or any other period; provided provided, however, that the Borrower shall not be under any obligation to compensate any no Lender or the Administrative Agent Issuing Bank shall be entitled to compensation under paragraph (a) or (b) above this Section 2.14 for increased any costs incurred or reductions suffered with respect to any period prior to date unless it shall have notified the date Company that is 180 days prior to it will demand compensation for such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and of (ii) the fact that such circumstances would result in a claim for increased compensation by reason date on which it shall have become aware of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) shall impose, modify or deem applicable any reserve, liquidity, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) or shall impose on any Lender, the Administrative Agent such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender therein or shall subject any Lender or the Administrative Agent to any Tax (other than any Excluded Taxes and any Indemnified Taxes that are covered by Section 2.20) with respect to the Loans, the Commitments or other obligations, deposits, reserves or other capital or liability relating thereto, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.or

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, the Administrative Agent or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender, the Administrative Agent or the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwiseotherwise but excluding Excluded Taxes) by an amount reasonably deemed in good faith by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then the Borrower will pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Lender, the Administrative Agent or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letters of Credit purchased by, such Lender or the Letters of Credit issued by the Issuing Bank to a level below that which such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s policies and the policies of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company with respect to capital adequacy) by an amount deemed in good faith by such Lender or Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s holding company for any such reduction suffered. (c) A certificate in reasonable detail of the Lender or a Lender, the Administrative Agent or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Lender, the Administrative Agent or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender Lender, the Administrative Agent or the Administrative AgentIssuing Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or Lender, the Administrative Agent or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Credit and Security Agreement, if any Lender shall have determined that any Change in Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, any by such Lender or the Administrative Agent (except any such reserve requirement which that is reflected in the Adjusted LIBO Rate), or (iiLIBOR) or shall impose on any Lender, the Administrative Agent such Lender or the London interbank market any other condition affecting this Credit and Security Agreement or Eurodollar Term Loans made held by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower will shall pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Lender, as the case may be, ’s holding company for any such additional costs incurred or reduction sufferedincreased costs. (b) If any a Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Credit and Security Agreement or the Term Loans made by such Lender pursuant hereto to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent in its sole discretion to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate If, due to either (i) a Change in Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), which, in each case, occurs after the Closing Date, any Lender or the Administrative Agent shall determine that there has or will be any increase in the cost to the Administrative Agent or such Lender (including by subjecting the Administrative Agent or such Lender to any Taxes) of agreeing to make or making, funding or maintaining any Loan (other than any such increased cost resulting from Indemnified Taxes or Excluded Taxes, as to which Section 2.10 shall govern) or any reduction in the rate of return or amount due to the Administrative Agent or any such Lender under any of the Loan Documents, then the Borrower shall pay to the Administrative Agent or such Lender such additional amounts sufficient to compensate the Administrative Agent or such Lender for such increased cost or reduction suffered. (d) A certificate of the applicable Lender setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a), (b) or (bc) of this Section and showing the basis of the computation shall be delivered to the Borrower and above shall be conclusive absent manifest error. The error and the Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days thirty (30) days after its receipt of the same. (de) Failure or delay on the part of any a Lender or the Administrative Agent to demand compensation pursuant to this Section 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 Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any a Lender or the Administrative Agent under paragraph (a), (b) or (bc) above for with respect to increased costs or reductions with respect to any period prior to the date that is 180 days [Redacted]. prior to such request if such Lender or the Administrative Agent 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 that, if the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any applicable Change in Law within is retroactive, then such 180-day periodperiod shall be extended to include the period of retroactive effect thereof. The protection of this Section 2.08 shall be available to each such Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed. (f) Upon payment by the Borrower of any additional amounts required to be paid pursuant to this Section 2.08, the Borrower may elect, by giving irrevocable written notice to the Administrative Agent within [Redacted]. of receipt by the Borrower of written demand for such payment, to permanently terminate the Commitments in whole but not in part, in which case the Commitments shall be permanently terminated in whole on a date specified by the Borrower in such termination notice, which date shall be a date no later than sixty (60) calendar days following the delivery of such termination notice. The Borrower shall pay to the Administrative Agent for the account of the Lenders on such date of termination (i) the Aggregate Exposure and (ii) all other amounts payable hereunder that have accrued through the date of such termination.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement, if Agreement any Regulatory Change or change in any Law shall: (i) shall subject the Administrative Agent or a Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in clauses (c) and (e) of Excluded Taxes, (y) Other Taxes and (z) Other Connection Taxes imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits 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 modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of, or credit extended by, such Bank under this Agreement, or (iii) with respect to any Lender Eurodollar Loan, shall impose on such Bank or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent or the London interbank market Eurodollar Interbank Market any other condition condition, cost or expense affecting this Agreement or any Eurodollar Term Loans Loan made by such LenderBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Lender Bank (or such Administrative Agent in the case of making (i)) of maintaining its Additional Commitment or of making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to materially reduce the amount of any sum received or receivable by such Lender Bank (or such Administrative Agent in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount reasonably deemed by such Lender or in respect thereof, then the Company shall pay to the Administrative Agent to be material, then for the Borrower will pay to account of such Lender Bank (or the such Administrative Agent, as Agent in the case may beof (i)), upon demand within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank (or such Administrative Agent in the case of (i)), such additional amount or amounts as will compensate reimburse such Lender, as Bank (or such Administrative Agent in the case may be, of (i)) for such additional costs incurred increase or reduction sufferedto such Bank (or such Administrative Agent in the case of (i)) to the extent reasonably allocable to this Agreement. (b) If any Lender or the Administrative Agent Bank shall have determined in good faith that any Regulatory Change in Law regarding capital adequacy or liquidity requirements or compliance by any Bank (or its parent or any lending office of such Bank) with any request or directive issued subsequent to the Effective Date regarding capital or liquidity requirements (whether or not having the force of Law) of any Tribunal, monetary authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank’s (or the Administrative Agent’s its parent’s) capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender its obligations hereunder to a level below that which such Lender Bank (or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company its parent) could have achieved but for such Change in Law Regulatory Change, or compliance (taking into consideration such Lender’s or the Administrative AgentBank’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Administrative Agent Bank to be material, then from time to time time, the Borrower Company shall pay to the Administrative Agent for the account of such Lender Bank, within ten days following delivery to the Company of the certificate specified in paragraph (d) below by such Bank, such additional amount or amounts as will reimburse such Bank (or its parent) for such reduction. (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 Regulatory Change and a change in Law, regardless of the date enacted, adopted or issued. (d) Each Bank or the Administrative Agent shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.12 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change, change in any Law or other event; provided that (i) if such Bank or the Administrative Agent fails to give such notice by such date, such Bank or the Administrative Agent shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.12 in respect of any costs resulting from such Regulatory Change, change in any Law or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.12 for costs incurred from and after the date of such notice and (ii) such Bank or the Administrative Agent will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank or the Administrative Agent, be materially disadvantageous to such Bank or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) . A certificate of the Lender a Bank or the Administrative Agent setting forth in reasonable detail (i) the Regulatory Change, change in any Law or other event giving rise to any costs, (ii) such amount or amounts as shall be necessary to compensate reimburse such Lender Bank or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent2.12, as the case may be, and (iii) the calculation of such amount or amounts shown as due on any amounts, shall be delivered to the Company (with a copy to the Administrative Agent) promptly after such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender Bank or the Administrative Agent determines it is entitled to demand compensation payment under this Section 2.12, and shall be conclusive and binding absent manifest error. In preparing such certificate, such Bank or the Administrative Agent may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution method. (e) In the event any Bank shall seek payment pursuant to this Section shall not constitute a waiver of such Lender’s 2.12 or the Administrative Agent’s right to demand such compensation; provided that the Borrower events contemplated under Section 2.10 or Section 2.13 shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions have occurred with respect to any period prior Bank, the Company shall have the right to replace such Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees as provided in Section 2.23(b). (f) Without prejudice to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know survival of any other obligations of the circumstances giving rise to such increased costs or reductions and Company hereunder, the obligations of the fact that such circumstances would result in a claim Company under this Section 2.12 shall survive for increased compensation by reason one year after the termination of such increased costs this Agreement and/or the payment or reductions; provided further that the foregoing limitation shall not apply to assignment of any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity Loans or inapplicability of the Change in Law that shall have occurred or been imposedNotes.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Administrative Agent Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Eurodollar Rate), or (ii) subject any Lender to any Taxes (other than (A) Indemnified Taxes covered by Section 2.19, (B) Other Taxes and (C) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) shall impose on any Lender, such Lender or the Administrative Agent Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Term Loan (or in the case of (ii) any Loans) or increase the cost to any Lender of issuing or maintaining its obligation to make any such Term Loan) Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) ), in each case, by an amount reasonably deemed by such Lender or the Administrative Agent Issuing Bank to be material, then the Borrower Polypore will pay to such Lender or the Administrative AgentIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Administrative AgentIssuing Bank’s capital or on the capital of such Lender’s or the Administrative AgentIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Administrative Agent Issuing Bank or such Lender’s or the Administrative AgentIssuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative AgentIssuing Bank’s policies and the policies of such Lender’s or the Administrative AgentIssuing Bank’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Administrative Agent Issuing Bank to be material, then from time to time the Borrower Polypore shall pay to such Lender or the Administrative AgentIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent Issuing Bank or such Lender’s or the Administrative AgentIssuing Bank’s holding company for any such reduction suffered. (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 of the a Lender or the Administrative Agent Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation above shall be delivered to the Borrower Polypore and shall be conclusive absent manifest error. The Borrower Polypore shall pay such Lender or the Administrative Agent, as the case may be, Issuing Bank the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (de) Failure or delay on the part of any Lender or the Administrative Agent Issuing Bank to demand compensation pursuant to this Section 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 Administrative AgentIssuing Bank’s right to demand such compensation; provided provided, that the Borrower Polypore shall not be under any obligation to compensate any Lender or the Administrative Agent Issuing Bank under paragraph (a) or (b) above for with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent Issuing Bank 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 provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or (ii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to any Lender or the Administrative Agent of issuing or maintaining any Letter of Credit or Letter of Credit Guaranty or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower Borrowers will pay to such Lender or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such LenderLender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or 's, the Administrative Agent’s 's capital or on the capital of such Lender’s or 's, the Administrative Agent’s 's holding company, if any, as a consequence of this Agreement or the Term Loans made by by, or participations in Letter of Credit Guaranties purchased by, such Lender or the Letter of Credit Guaranties issued by the Administrative Agent to a level below that which such Lender or Lender, the Administrative Agent or such Lender’s 's or the Administrative Agent’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Administrative Agent’s 's policies and the policies of such Lender’s 's or the Administrative Agent’s 's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s 's or the Administrative Agent’s 's holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation 2.14 shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's or the Administrative Agent’s 's right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if any Change in Law shall: shall (i) subject any Lender or the Administrative Agent to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to any Lender or the Administrative Agent of the principal of or interest on any Loan made by such Lender or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income of such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent has its principal office or by any political subdivision or taxing authority therein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16); (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, or participated in by any Lender or the Administrative Agent; or (iii) impose on any Lender or the Administrative Agent (except or any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) impose on any Lender, the Administrative Agent or the London applicable interbank market any other condition condition, cost or expense affecting this Agreement or Eurodollar Term SOFR Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making making, converting to, continuing or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) , or to increase the cost to such Lender or the Administrative Agent, or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by ), then, upon prompt request of such Lender or the Administrative Agent to be materialAgent, then the Borrower will pay to such Lender or the Administrative Agent, Agent as the case may be, upon demand provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender, as Lender or the case may be, Administrative Agent for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans made by such Lender Lender, to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative AgentXxxxxx’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative AgentXxxxxx’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be materialadequacy and liquidity), then from time to time time, the Borrower shall pay as provided in Section 2.09(c) to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of each Lender or the Administrative Agent signed by an officer of the respective Lender or the Administrative Agent setting forth the in reasonable detail such amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, company as specified in paragraph (aSection 2.09(a) or (b) of this Section and showing 2.09(b), as the basis of the computation case may be, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Administrative Agent, as the case may be, Agent the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.09 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.09 shall be available to each Lender and or the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate)Agent, or (ii) impose on any Lender, Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such LenderLender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then the Borrower will pay to such Lender or the Administrative Agent, as the case may be, promptly upon demand such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Terms Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, Agent as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the a Lender or the Administrative Agent setting forth the amount or amounts reasonably determined by such Person to be necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section Section, the calculations and showing criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the basis of the computation conclusions in such certificate, shall be delivered to the Borrower and shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 270 days prior to such request if such Lender or the Administrative Agent 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 reductionsrequest; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180270-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or credit extended byby any Lender, any Lender the Issuing Bank or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or (ii) or shall impose on any such Lender, the Issuing Bank or the Administrative Agent or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender, any Credit-Linked Deposit or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender Lender, the Issuing Bank or the Administrative Agent of making or maintaining any Eurodollar Term Loan (or Credit-Linked Deposit or increase the cost to any Lender of issuing or maintaining its obligation to make any such Term Loan) Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender Lender, the Issuing Bank or the Administrative Agent hereunder (whether of principal, interest or otherwise) ), in each case, by an amount reasonably deemed by such Lender Lender, the Issuing Bank or the Administrative Agent to be material, then the Borrower will pay to such Lender Lender, the Issuing Bank or the Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Administrative Agent shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Administrative Agent to be material, then from time to time the Borrower shall pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered. (c) A certificate of the Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and showing the basis of the computation shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.